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Exhibit 10.2
ASSIGNMENT
For value received, in accordance with the Purchase Agreement (the
"Purchase Agreement") dated as of May 1, 1999, between the undersigned and
Franklin Receivables LLC (the "Purchaser"), the undersigned does hereby sell,
assign, transfer and otherwise convey unto the Purchaser, without recourse, all
right, title and interest of the undersigned in and to (i) the Receivables, and
all moneys received thereon on and after the Cutoff Date, and, with respect to
Precomputed Receivables, certain monies representing interest and principal
received thereunder on or prior to the Cutoff Date that are due after the Cutoff
Date; (ii) the security interest of the Seller in the Financed Vehicles granted
by the Obligors pursuant thereto and any other interest of the Seller in such
Financed Vehicles; (iii) the interest of the Seller in any proceeds from claims
on any physical damage, credit life or disability insurance policies relating to
the Financed Vehicles or Obligors; (iv) the interest of the Seller in any
proceeds with respect to the Receivables from recourse to Dealers thereon with
respect to which the Servicer has determined in accordance with its customary
procedures that eventual payment in full is unlikely; (v) all rights under any
Service Contract on the related Financed Vehicles; (vi) the related Receivables
Files; and (vii) the proceeds of any and all of the foregoing. The foregoing
sale does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or any
other person in connection with the Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement. The
undersigned acknowledges and agrees that the Purchaser may further assign the
items enumerated in clauses (i) through (vii) above to Franklin
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Auto Trust 1999-1 which may in turn assign its interests in the items in (i)
through (vii) to The Chase Manhattan Bank, as trustee (the "Trustee") for the
benefit of the Noteholders and the Security Insurer and that the Trustee will
have the right to enforce any of the rights of the Purchaser under the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Purchase Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of May 1, 1999.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxx
_____________________________
Name: Xxxxxxxx X. Xxxx
Title: President
