[FORM OF [AFFILIATED ORIGINATOR] PURCHASE AGREEMENT]
PURCHASE AGREEMENT dated as of this [ ], 19[ ], by and between
[AFFILIATED ORIGINATOR], a [ ] corporation (the "Seller"), having its principal
executive office at [ ], and CPS RECEIVABLES CORP., a California corporation
(the "Purchaser"), having its principal executive office at 2 Xxx, Xxxxxx,
Xxxxxxxxxx 00000.
WHEREAS, in the regular course of its business, the Seller purchases
and services through its auto loan programs certain motor vehicle retail
installment sale contracts secured by new and used automobiles, light trucks,
vans or minivans acquired from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the [Affiliated Originator] Receivables (as hereinafter
defined), are to be sold by the Seller to the Purchaser, which [Affiliated
Originator] Receivables together with the CPS Receivables will be transferred by
the Purchaser, pursuant to the Pooling and Servicing Agreement (as hereinafter
defined), to CPS Grantor Trust 19[___]-[___] to be created thereunder, which
Trust will issue certificates representing beneficial ownership interests in the
Receivables and the other property of the Trust (the "Class A Certificates" and
the "Class B Certificates", together, the "Certificates").
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration, and the mutual terms and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Terms not defined in this Purchase Agreement shall have the meaning set
forth in the Pooling and Servicing Agreement. As used in this Purchase
Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the
singular and plural forms of the terms defined):
"[Affiliated Originator]" means [Affiliated Originator], a
[_____________] corporation, and its successors and assigns.
"[Affiliated Originator] Assignment" means the assignment dated
[_____________], 19[___], by the Seller to the Purchaser, relating to the
purchase of the [Affiliated Originator] Receivables and certain other property
related thereto by the Purchaser from the Seller
pursuant to this Purchase Agreement which shall be substantially in the form of
Exhibit A to this Purchase Agreement.
"[Affiliated Originator] Receivable" means each retail installment sale
contract for a Financed Vehicle that appears on the Schedule of [Affiliated
Originator] Receivables and all rights thereunder.
"[Affiliated Originator] Receivables Purchase Price" means
$[_______________].
"Agreement" means this Purchase Agreement and the [Affiliated
Originator] Assignment.
"Assignment" means the [Affiliated Originator] Assignment and/or the
CPS Assignment.
"Basic Documents" means the [Affiliated Originator] Purchase Agreement,
the CPS Purchase Agreement, the Pooling and Servicing Agreement, the
[Enhancement Agreement], [the Spread Account Agreement] and [ ] thereto, [the
Lock-Box Agreement] and [the Servicing Assumption Agreement].
"Base Prospectus" means the Prospectus dated [_____________________],
19[___], with respect to Auto Receivables Trusts, with the Purchaser as Seller,
and any amendment or supplement thereto.
"Closing Date" means [___________________], 19[__].
"CPS" means Consumer Portfolio Services, Inc., a California
corporation, and its successors and assigns.
"CPS Assignment" means the assignment substantially in the form of
Exhibit A to the CPS Purchase Agreement.
"CPS Purchase Agreement" means the purchase agreement dated as of
[______________], 19[__], between Consumer Portfolio Services, Inc., as seller,
and the Purchaser, as purchaser, as such agreement may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof.
"CPS Receivable" shall have the meaning specified in the CPS Purchase
Agreement.
["[Credit Enhancer]" means [ ], a [ ] organized and created under the
laws of [ ], or its successors in interest.]
["[Enhancement Agreement]" means the [Credit Enhancement Agreement]
among [ ]
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and the [Credit Enhancer], dated as of [ ].]
["Lock-Box Agreement" means the [lock-box agreement], dated the Closing
Date, among the Servicer, the Lock-Box Processor, CPS Receivables Corp. and the
Trustee, as amended, modified or supplemented from time to time, unless such
Agreement shall terminate in accordance with its terms or the terms of the
Pooling and Servicing Agreement, in which event the "Lock-Box Agreement" shall
mean such other agreement, in form and substance acceptable to the [Credit
Enhancer] among the Servicer, the Lock-box Processor and the Trustee.]
"Obligor(s)" means the purchaser or co-purchasers of a Financed Vehicle
or any other Person who owes or may be liable for payments under a Receivable.
"Offering Documents" means the Prospectus Supplement, the Base
Prospectus and the Private Placement Memorandum.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of [______________], 19[__], among the Purchaser, as Seller,
Consumer Portfolio Services, Inc., as originator of the CPS Receivables and as
servicer, and [_______________________________], as trustee and standby
servicer, as such agreement may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Private Placement Memorandum" means the Private Placement Memorandum,
dated [_____________], 19[___], relating to the private placement of the Class B
Certificates and any amendment or supplement thereto.
"Prospectus Supplement" means the Prospectus Supplement dated
[_______________], 19[___], relating to the public offering of the Class A
Certificates and any amendment or supplement thereto.
"Purchase Agreement" means this Purchase Agreement, as this agreement
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof.
"Purchaser" means CPS Receivables Corp., a California corporation, and
its successors and assigns.
"Receivables" means, collectively, the CPS Receivables and the
[Affiliated Originator] Receivables.
"Repurchase Event" shall have the meaning specified in Section 6.2
hereof.
"Rule 144A Information" means any information provided to any holder or
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prospective purchaser of Certificates pursuant to Section 12.13 of the Pooling
and Servicing Agreement.
"Schedule of CPS Receivables" means the list of CPS Receivables annexed
as Exhibit B to the CPS Purchase Agreement.
"Schedule of Receivables" means the Schedule of [Affiliated Originator]
Receivables and/or the CPS Schedule of Receivables.
"Schedule of [Affiliated Originator] Receivables" means the list of
[Affiliated Originator] Receivables annexed hereto as Exhibit B.
"Seller" means [Affiliated Originator], a [____________] corporation,
in its capacity as seller of the [Affiliated Originator] Receivables and the
other Transferred [Affiliated Originator] Property relating thereto, and its
successors and assigns.
"Servicer" means Consumer Portfolio Services, Inc., a California
corporation, in its capacity as Servicer of the Receivables, and its successors
and assigns.
["Servicing Assumption Agreement" means the Servicing Assumption
Agreement, dated as of [ ], among CPS, [the Standby Servicer] and the Trustee,
as the same may be amended or supplemented in accordance with its terms.]
["Spread Account Agreement" means the Master Spread Account Agreement
among [ ] and [the Collateral Agent], as amended and restated as of [ ], as the
same may be amended, supplemented or otherwise modified in accordance with the
terms thereof.]
"Transferred [Affiliated Originator] Property" shall have the meaning
specified in Section 2.1(a) hereof.
"Transferred CPS Property" shall have the meaning specified in the CPS
Purchase Agreement.
"Transferred Property" shall have the meaning specified in Section
2.1(a) hereof.
"Trust" means the CPS Grantor Trust 19[___]-[__] created by the Pooling
and Servicing Agreement.
"Trustee" means [______________________________], in its capacity as
trustee under the Pooling and Servicing Agreement, and any successor trustee
thereunder.
"UCC" means the Uniform Commercial Code, as in effect from time to time
in the relevant jurisdictions.
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"Underwriter" means [____________________________].
"Underwriting Agreements" means the (a) Underwriting Agreement, dated
[_______], 19[__], among the Underwriter, CPS, [Affiliated Originator] and the
Purchaser relating to the Class A Certificates, and (b) The Certificate Purchase
Agreement, dated [__________], 19[___], among The Underwriter, CPS, [Affiliated
Originator] and the Purchaser relating to the Class B Certificates.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
2.1. Purchase and Sale of Receivables. On the Closing Date, subject to
the terms and conditions of this Purchase Agreement, the Seller agrees to sell
to the Purchaser, and the Purchaser agrees to purchase from the Seller, without
recourse (subject to the obligations in this Purchase Agreement and the Pooling
and Servicing Agreement), all of the Seller's right, title and interest in, to
and under the [Affiliated Originator] Receivables and the other Transferred
[Affiliated Originator] Property relating thereto. The conveyance to the
Purchaser of the [Affiliated Originator] Receivables and other Transferred
[Affiliated Originator] Property relating thereto is intended as a sale free and
clear of all liens and it is intended that the Transferred [Affiliated
Originator] Property and other property of the Purchaser shall not be part of
the Seller's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law.
(a) Transfer of Receivables. On the Closing Date and simultaneously
with the transactions to be consummated pursuant to the Pooling and Servicing
Agreement, the Seller shall sell, transfer, assign, grant, set over and
otherwise convey to the Purchaser, without recourse (subject to the obligations
herein and in the Pooling and Servicing Agreement), all right, title and
interest of the Seller in and to (i) the [Affiliated Originator] Receivables
listed in the Schedule of [Affiliated Originator] Receivables and, with respect
to Rule of 78's Receivables, all monies due or to become due thereon after the
Cutoff Date (including Scheduled Payments due after the Cutoff Date (including
principal prepayments relating to such Scheduled Payments) but received by the
Seller on or before the Cutoff Date) and, with respect to Simple Interest
Receivables, all monies received thereunder after the Cutoff Date, and all
Liquidation Proceeds and Recoveries received with respect to such [Affiliated
Originator] Receivables; (ii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the [Affiliated Originator] Receivables and any
other interest of the Seller in such Financed Vehicles, including, without
limitation, the certificates of title or, with respect to Financed Vehicles in
the State of Michigan, other evidence of ownership with respect to Financed
Vehicles; (iii) any proceeds from claims on any physical damage, credit life and
credit accident and health insurance policies or certificates relating to the
Financed Vehicles securing the [Affiliated Originator] Receivables or the
Obligors thereunder; (iv) refunds for the costs of extended service contracts
with respect to Financed Vehicles securing
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the [Affiliated Originator] Receivables, refunds of unearned premiums with
respect to credit life and credit accident and health insurance policies or
certificates covering an Obligor or Financed Vehicle securing the [Affiliated
Originator] Receivables or his or her obligations with respect to such a
Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the
Receivable File related to each [Affiliated Originator] Receivable; and (vi) the
proceeds of any and all of the foregoing (collectively, the "Transferred
[Affiliated Originator] Property" and together with the Transferred CPS
Property, the "Transferred Property").
(b) [Affiliated Originator] Receivables Purchase Price. In
consideration for the [Affiliated Originator] Receivables and other Transferred
[Affiliated Originator] Property described in Section 2.1(a), the Purchaser
shall, on the Closing Date, pay to the Seller the [Affiliated Originator]
Receivables Purchase Price by federal wire transfer (same day) funds.
2.2. The Closing. The sale and purchase of the [Affiliated Originator]
Receivables and other Transferred [Affiliated Originator] Property shall take
place at a closing (the "Closing") at the offices of Xxxxx, Xxxxx & Xxxxx, 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 on the Closing Date, simultaneously with
the closings under: (a) the CPS Purchase Agreement pursuant to which CPS will
sell the CPS Receivables and other Transferred CPS Property to the Purchaser,
(b) the Pooling and Servicing Agreement pursuant to which the Purchaser will
assign all of its right, title and interest in and to the Receivables and the
other Transferred Property to the Trustee for the benefit of the
Certificateholders and the Trust will issue and deliver the Certificates to the
Purchaser in exchange for the Transferred Property, and (c) the Underwriting
Agreements pursuant to which the Underwriter shall purchase the Class A
Certificates and the Class B Certificates from the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Seller as of the date hereof and as of the
Closing Date (which representations and warranties shall survive the Closing
Date):
(a) Organization and Good Standing. The Purchaser has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority to own its properties
and to conduct its business as such properties shall be currently owned and such
business is presently conducted, and had at all relevant times, and shall have,
power, authority and legal right to execute and deliver this Agreement and
perform its obligations hereunder.
(b) Due Qualification. The Purchaser is duly qualified to do business
as a
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foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions material to the performance of its
obligations under this Agreement.
(c) Power and Authority. The Purchaser has the power and authority to
execute and deliver this Agreement and to carry out its terms and the execution,
delivery and performance of this Agreement have been duly authorized by the
Purchaser by all necessary corporate action.
(d) Binding Obligation. This Agreement shall constitute a legal, valid
and binding obligation of the Purchaser enforceable in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency,
moratorium, receivership, reorganization, liquidation and other similar laws
affecting creditors' rights and the effect of general principles of equity
including (without limitation) concepts of materiality, reasonableness, good
faith, fair dealing (regardless of whether considered and applied in a
proceeding in equity or at law), and also to the possible unavailability of
specific performance or injunctive relief.
(e) No Violation. The execution, delivery and performance by the
Purchaser of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof do not conflict
with, result in a breach of any of the terms and provisions of, nor constitute
(with or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Purchaser, or any indenture, agreement,
mortgage, deed of trust, or other instrument to which the Purchaser is a party
or by which it is bound or to which any of its properties are subject; nor
result in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any indenture, agreement, mortgage, deed of trust, or
other instrument (other than the Basic Documents); nor violate any law, order,
rule or regulation applicable to the Purchaser of any court or of any Federal or
State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Purchaser or its properties.
(f) No Proceedings. There are no proceedings or investigations pending,
or to the Purchaser's best knowledge, threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Purchaser or its properties: (A) asserting the invalidity
of this Agreement or the Certificates; (B) seeking to prevent the issuance of
the Certificates or the consummation of any of the transactions contemplated by
this Agreement; (C) seeking any determination or ruling that might materially
and adversely affect the performance by the Purchaser of its obligations under,
or the validity or enforceability of, this Agreement or the Certificates; or (D)
relating to the Purchaser and which might adversely affect the Federal or State
income, excise, franchise or similar tax attributes of the Certificates.
(g) No Consents. No consent, approval, authorization or order of or
declaration or filing with any governmental authority is required to be obtained
by the Purchaser for the issuance or sale of the Certificates or the
consummation of the other
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transactions contemplated by this Agreement, the Pooling and Servicing Agreement
and the other Basic Documents, except such as have been duly made or obtained.
3.2. Representations and Warranties of the Seller. (a) The Seller
hereby represents and warrants to the Purchaser as of the date hereof and as of
each Closing Date (which representations and warranties shall survive the
Closing Date):
(i) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties shall
be currently owned and such business is presently conducted and had at
all relevant times, and shall have, power, authority and legal right to
acquire, and own the [Affiliated Originator] Receivables.
(ii) Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained
all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business
(including the origination of the [Affiliated Originator] Receivables
as required by the Pooling and Servicing Agreement) shall require such
qualifications.
(iii) Power and Authority. The Seller has the power and
authority to execute and deliver this Agreement and to carry out its
terms; the Seller has full power and authority to sell and assign the
property sold and assigned to the Purchaser and has duly authorized
such sale and assignment to the Purchaser by all necessary corporate
action; and the execution, delivery and performance of this Agreement
has been duly authorized by the Seller by all necessary corporate
action.
(iv) Valid Sale; Binding Obligation. This Agreement effects a
valid sale, transfer and assignment of the [Affiliated Originator]
Receivables and the other Transferred [Affiliated Originator] Property
conveyed to the Purchaser pursuant to the [Affiliated Originator]
Assignment, enforceable against creditors of and purchasers from the
Seller; and this Agreement shall constitute a legal, valid and binding
obligation of the Seller enforceable in accordance with its terms,
subject to the effect of any applicable bankruptcy, insolvency,
moratorium, receivership, reorganization, liquidation and other similar
laws affecting creditors' rights and the effect of general principles
of equity including (without limitation) concepts of materiality,
reasonableness, good faith, fair dealing (regardless of whether
considered and applied in a proceeding in equity or at law), and also
to the possible unavailability of specific performance or injunctive
relief.
(v) No Violation. The execution, delivery and performance by
the Seller of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof do not
conflict with, result in any
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breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the articles of
incorporation, as amended, or by-laws of the Seller, or any indenture,
agreement, mortgage, deed of trust, or other instrument to which the
Seller is a party or by which it is bound or to which any of its
properties are subject; nor result in the creation or imposition of any
lien upon any of its properties pursuant to the terms of any such
indenture, agreement, mortgage, deed of trust, or other instrument
(other than the Basic Documents); nor violate any law, order, rule or
regulation applicable to the Seller of any court or of any Federal or
State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.
(vi) No Proceedings. There are no proceedings or
investigations pending, or to the Seller's best knowledge, threatened,
before any court, regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over the Seller or its
properties: (A) asserting the invalidity of this Agreement or the
Certificates; (B) seeking to prevent the issuance of the Certificates
or the consummation of any of the transactions contemplated by this
Agreement; (C) seeking any determination or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this Agreement
or the Certificates; or (D) relating to the Seller and which might
adversely affect the Federal or State income, excise, franchise or
similar tax attributes of the Certificates.
(vii) No Consents. No consent, approval, authorization or
order of or declaration or filing with any governmental authority is
required for the issuance or sale of the Certificates or the
consummation of the other transactions contemplated by this Agreement,
the Pooling and Servicing Agreement and the other Basic Documents,
except such as have been duly made or obtained.
(viii) Financial Condition. The Seller has a positive net
worth and is able to and does pay its liabilities as they mature. The
Seller is not in default under any obligation to pay money to any
Person except for matters being disputed in good faith which do not
involve an obligation of the Seller on a promissory note. The Seller
will not use the proceeds from the transactions contemplated by this
Agreement to give any preference to any creditor or class of creditors,
and this transaction will not leave the Seller with remaining assets
which are unreasonably small compared to its ongoing operations.
(ix) Fraudulent Conveyance. The Seller is not selling the
[Affiliated Originator] Receivables to the Purchaser with any intent to
hinder, delay or defraud any of its creditors; the Seller will not be
rendered insolvent as a result of the sale of the [Affiliated
Originator] Receivables to the Purchaser.
(x) Certificates, Statements and Reports. The officers'
certificates,
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statements, reports and other documents prepared by the Seller and
furnished by the Seller to the Purchaser or to the Underwriter pursuant
to this Agreement and in connection with the transactions contemplated
hereby, when taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements contained herein or therein not misleading.
(xi) Advice of Legal Counsel and Accountants. The Seller has
consulted with its own legal counsel and independent accountants to the
extent it has deemed necessary regarding the tax, accounting and
regulatory consequences of the transactions contemplated hereby, and
the Seller is not participating in such transactions in reliance on any
representations of the Purchaser or its affiliates, or their counsel
with respect to tax, accounting and regulatory matters.
(b) The Seller makes the following representations and warranties as to
the [Affiliated Originator] Receivables and the other Transferred [Affiliated
Originator] Property relating thereto on which the Purchaser relies in accepting
the [Affiliated Originator] Receivables and the other Transferred [Affiliated
Originator] Property relating thereto. Such representations and warranties speak
with respect to each [Affiliated Originator] Receivable as of the Closing Date
and shall survive the sale, transfer, and assignment of the [Affiliated
Originator] Receivables and the other Transferred [Affiliated Originator]
Property relating thereto to the Purchaser and the subsequent assignment and
transfer pursuant to the Pooling and Servicing Agreement:
(i) Location of Receivable Files; One Original. A complete
Receivable File with respect to each [Affiliated Originator] Receivable
has been or prior to the Closing Date will be delivered to the Trustee
at the location listed in Schedule B to the Pooling and Servicing
Agreement. There is only one original executed copy of each [Affiliated
Originator] Receivable.
(ii) Schedule of Receivables; Selection Procedures. The
information with respect to the [Affiliated Originator] Receivables set
forth in the Schedule of [Affiliated Originator] Receivables is true
and correct in all material respects as of the close of business on the
Cutoff Date, and no selection procedures adverse to the
Certificateholders have been utilized in selecting the [Affiliated
Originator] Receivables.
(iii) Security Interest in Financed Vehicle. Immediately prior
to the sale, assignment, and transfer thereof, each [Affiliated
Originator] Receivable shall be secured by a validly perfected first
security interest in the related Financed Vehicle in favor of the
Seller as secured party, and such security interest is prior to all
other liens upon and security interests in such Financed Vehicle which
now exist or may hereafter arise or be created (except, as to priority,
for any tax liens or mechanics' liens which may arise after each
Closing Date).
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(iv) [Affiliated Originator] Receivables in Force. No
[Affiliated Originator] Receivable has been satisfied, subordinated or
rescinded, nor has any Financed Vehicle been released from the lien
granted by the related [Affiliated Originator] Receivable in whole or
in part.
(v) No Waiver. No provision of a [Affiliated Originator]
Receivable has been waived.
(vi) No Amendments. No [Affiliated Originator] Receivable has
been amended, except as such [Affiliated Originator] Receivable may
have been amended to grant extensions which shall not have numbered
more than (a) one extension of one calendar month in any calendar year
or (b) three such extensions in the aggregate.
(vii) No Default; Repossession. Except for payment
delinquencies continuing for a period of not more than thirty (30) days
as of the Cutoff Date, no default, breach, violation or event
permitting acceleration under the terms of any [Affiliated Originator]
Receivable has occurred; and no continuing condition that with notice
or the lapse of time would constitute a default, breach, violation, or
event permitting acceleration under the terms of any [Affiliated
Originator] Receivable has arisen; and the Seller shall not waive and
has not waived any of the foregoing; and no Financed Vehicle securing a
[Affiliated Originator] Receivable shall be in repossession as of the
Cutoff Date.
(viii) Title. It is the intention of the Seller that the
transfer and assignment herein contemplated constitute a sale of the
[Affiliated Originator] Receivables and other Transferred [Affiliated
Originator] Property from the Seller to the Purchaser and that the
beneficial interest in and title to such [Affiliated Originator]
Receivables and other Transferred [Affiliated Originator] Property not
be part of the debtor's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law.
No [Affiliated Originator] Receivable or other Transferred [Affiliated
Originator] Property has been sold, transferred, assigned, or pledged
by the Seller to any Person other than the Purchaser or any such pledge
has been released on or prior to the related Closing Date. Immediately
prior to any transfer and assignment herein contemplated, the Seller
had good and marketable title to each [Affiliated Originator]
Receivable and other Transferred [Affiliated Originator] Property, and
was the sole owner thereof, free and clear of all liens, claims,
encumbrances, security interests, and rights of others and, immediately
upon the transfer thereof, the Purchaser shall have good and marketable
title to each such [Affiliated Originator] Receivable and other
Transferred [Affiliated Originator] Property, and will be the sole
owner thereof, free and clear of all liens, encumbrances, security
interests, and rights of others, and the transfer has been perfected
under the UCC.
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(ix) Lawful Assignment. No [Affiliated Originator] Receivable
has been originated in, or is subject to the laws of, any jurisdiction
under which the sale, transfer, and assignment of such [Affiliated
Originator] Receivable under this Agreement shall be unlawful, void, or
voidable. The Seller has not entered into any agreement with any
account debtor that prohibits, restricts or conditions the assignment
of any portion of the [Affiliated Originator] Receivables or other
Transferred [Affiliated Originator] Property.
(x) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the
Purchaser a first priority perfected ownership interest in the
[Affiliated Originator] Receivables and the other Transferred
[Affiliated Originator] Property have been made, taken or performed.
(xi) Casualty. No Financed Vehicle related to a [Affiliated
Originator] Receivable has suffered a Casualty.
(xii) Obligation to Dealers or Others. The Purchaser and its
assignees will assume no obligation to Dealers or other originators or
holders of the [Affiliated Originator] Receivables (including, but not
limited to under dealer reserves) as a result of the purchase of the
[Affiliated Originator] Receivables.
(xiii) Full Amount Advanced. The full amount of each
[Affiliated Originator] Receivable has been advanced to each Obligor,
and there are no requirements for future advances thereunder. No
Obligor with respect to a [Affiliated Originator] Receivable has any
option under the [Affiliated Originator] Receivable to borrow from any
Person additional funds secured by the related Financed Vehicle.
(c) The representations and warranties contained in this Agreement
shall not be construed as a warranty or guaranty by the Seller as to the future
payments by any Obligor. The sale of the [Affiliated Originator] Receivables and
the other Transferred [Affiliated Originator] Property pursuant to this
Agreement shall be "without recourse" to the Seller except for the
representations, warranties and covenants made by the Seller in this Purchase
Agreement.
ARTICLE IV
CONDITIONS
4.1. Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to purchase the [Affiliated Originator] Receivables on the Closing
Date is subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
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warranties of the Seller hereunder shall be true and correct on the Closing Date
with the same effect as if then made, and the Seller shall have performed all
obligations to be performed by it hereunder on or prior to the Closing Date.
(b) Computer Files Marked. The Seller shall, at its own expense, on or
prior to the Closing Date, indicate in its computer files that the [Affiliated
Originator] Receivables have been sold to the Purchaser pursuant to this
Agreement and shall deliver to the Purchaser the Schedule of [Affiliated
Originator] Receivables certified by the Chairman, the President, the Vice
President or the Treasurer of the Seller to be true, correct and complete.
(c) Receivable Files Delivered. The Seller shall, at its own expense,
deliver the related Receivable Files to the Trustee at the offices specified in
Schedule B to the Pooling and Servicing Agreement on or prior to the Closing
Date.
(d) Documents to be delivered by the Seller on the Closing Date.
(i) The [Affiliated Originator] Assignment. On the Closing
Date, the Seller will execute and deliver the [Affiliated Originator]
Assignment. The [Affiliated Originator] Assignment shall be
substantially in the form of Exhibit A hereto.
(ii) Evidence of UCC-1 Filing. On or prior to the Closing
Date, the Seller shall record and file, at its own expense, a UCC-1
financing statement in each jurisdiction in which required by
applicable law, executed by the Seller, as seller or debtor, and naming
the Purchaser, as purchaser or secured party, naming the [Affiliated
Originator] Receivables and the other Transferred [Affiliated
Originator] Property conveyed hereafter as collateral, meeting the
requirements of the laws of each such jurisdiction and in such manner
as is necessary to perfect the sale, transfer, assignment and
conveyance of such [Affiliated Originator] Receivables and other
Transferred [Affiliated Originator] Property relating thereto to the
Purchaser. The Seller shall deliver a file-stamped copy, or other
evidence satisfactory to the Purchaser of such filing, to the Purchaser
on or prior to the Closing Date.
(iii) Other Documents. On or prior to the Closing Date, the
Seller shall deliver such other documents as the Purchaser may
reasonably request.
(e) Other Transactions. The transactions contemplated by the Pooling
and Servicing Agreement, the CPS Purchase Agreement and the Underwriting
Agreements shall be consummated on the Closing Date.
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4.2. Conditions to Obligation of the Seller. The obligation of the
Seller to sell the [Affiliated Originator] Receivables to the Purchaser is
subject to the satisfaction of the following conditions on each Closing Date:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Purchaser shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date.
(b) Receivables Purchase Price. The Purchaser will deliver to the
Seller the [Affiliated Originator] Receivables Purchase Price on the Closing
Date as provided in Section 2.1(b). The Seller hereby directs the Purchaser to
wire such purchase price pursuant to wire instructions to be delivered to the
Purchaser on or prior to the Closing Date.
ARTICLE V
COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows:
5.1. Protection of Right, Title and Interest.
(a) Filings. The Seller shall cause all financing statements and
continuation statements and any other necessary documents covering the right,
title and interest of the Purchaser in and to the [Affiliated Originator]
Receivables and the other Transferred [Affiliated Originator] Property to be
promptly filed, and at all times to be kept recorded, registered and filed, all
in such manner and in such places as may be required by law fully to preserve
and protect the right, title and interest of the Purchaser hereunder to the
[Affiliated Originator] Receivables and the other Transferred [Affiliated
Originator] Property. The Seller shall cause to be delivered to the Purchaser
file stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recordation, registration or filing. The Purchaser shall cooperate fully with
the Seller in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this Section
5.1(a). In the event the Seller fails to perform its obligations under this
subsection, the Purchaser or the Trustee may do so at the expense of the Seller.
(b) Name and Other Changes. At least 60 days prior to the date the
Seller makes any change in its name, identity or corporate structure which would
make any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the applicable provisions of the
UCC or any title statute, the Seller shall give the Trustee, the [Credit
Enhancer] (so long as an [Enhancement Default] (as such term is defined in the
Pooling and Servicing Agreement) shall not have occurred and
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be continuing) and the Purchaser written notice of any such change and no later
than five days after the effective date thereof, shall file appropriate
amendments to all previously filed financing statements or continuation
statements. At least 60 days prior to the date of any relocation of its
principal executive office, the Seller shall give the Trustee, the [Credit
Enhancer] (so long as an [Enhancement Default] shall not have occurred and be
continuing) and the Purchaser written notice thereof if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation statement or of any
new financing statement and the Seller shall within five days after the
effective date thereof, file any such amendment or new financing statement. The
Seller shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.
(c) Maintenance of Computer Systems. The Seller shall maintain its
computer systems so that, from and after the time of sale to the Purchaser of
the [Affiliated Originator] Receivables hereunder, the Seller's master computer
records (including any back-up archives) that refer to a [Affiliated Originator]
Receivable shall indicate clearly the interest of the Purchaser in such
[Affiliated Originator] Receivable and that such [Affiliated Originator]
Receivable is owned by the Purchaser. Indication of the Purchaser's ownership of
a [Affiliated Originator] Receivable shall be deleted from or modified on the
Seller's computer systems when, and only when, the [Affiliated Originator]
Receivable shall have been paid in full or repurchased.
(d) Sale of Other Receivables. If at any time the Seller shall propose
to sell, grant a security interest in, or otherwise transfer any interest in any
automobile, light truck, van or minivan receivables (other than the [Affiliated
Originator] Receivables) to any prospective purchaser, lender, or other
transferee, the Seller shall give to such prospective purchaser, lender, or
other transferee computer tapes, records, or print-outs (including any restored
from back-up archives) that, if they shall refer in any manner whatsoever to any
[Affiliated Originator] Receivable, shall indicate clearly that such [Affiliated
Originator] Receivable has been sold and is owned by the Purchaser unless such
[Affiliated Originator] Receivable has been paid in full or repurchased.
(e) Access to Records. The Seller shall permit the Purchaser and its
agents at any time during normal business hours to inspect, audit, and make
copies of and abstracts from the Seller's records regarding any [Affiliated
Originator] Receivable; provided, however, that the Seller's obligations under
this Section 5.1(e) shall terminate upon the termination of the Trust pursuant
to the Pooling and Servicing Agreement.
(f) List of Receivables. Upon request, the Seller shall furnish to the
Purchaser, within five Business Days, a list of all [Affiliated Originator]
Receivables (by contract number and name of Obligor) then owned by the
Purchaser, together with a reconciliation of such list to the Schedule of
[Affiliated Originator] Receivables.
- 15 -
5.2. Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the Pooling and Servicing Agreement, the Seller will not sell,
pledge, assign or transfer to any other Person, or grant, create, incur, assume
or suffer to exist any lien on any interest therein, and the Seller shall defend
the right, title, and interest of the Purchaser in, to and under the [Affiliated
Originator] Receivables against all claims of third parties claiming through or
under the Seller; provided, however, that the Seller's obligations under this
Section 5.2 shall terminate upon the termination of the Trust pursuant to the
Pooling and Servicing Agreement.
5.3. Chief Executive Office. During the term of the [Affiliated
Originator] Receivables, the Seller will maintain its chief executive office in
one of the United States, except Louisiana or Vermont.
5.4. Costs and Expenses. The Seller agrees to pay all reasonable costs
and disbursements in connection with the perfection, as against all third
parties, of the Purchaser's right, title and interest in and to the [Affiliated
Originator] Receivables.
5.5. Delivery of Receivable Files. On or prior to the Closing Date, the
Seller shall cause to be delivered to the Trustee at the location specified in
Schedule B to the Pooling and Servicing Agreement the Receivables Files relating
to the [Affiliated Originator] Receivables. The Seller shall have until the last
day of the second Collection Period following receipt of notification that there
has been a failure to deliver a file with respect to a [Affiliated Originator]
Receivable or that a file is unrelated to the Receivables identified in Schedule
A to the Pooling and Servicing Agreement or that any of the documents referred
to in Section 2.7 of the Pooling and Servicing Agreement are not contained in a
Receivable File, to deliver such file or any of the aforementioned documents
required to be included in such Receivable File to the Trustee. Unless such
defect with respect to such Receivable File shall have been cured by the last
day of the second Collection Period following discovery thereof by the Trustee
and notice thereof to [Affiliated Originator], the Seller hereby agrees to
repurchase any such Receivable from the Trust as of such last day. In
consideration of the purchase of the Receivable, the Seller shall remit the
Purchase Amount in the manner specified in Section 4.5 of the Pooling and
Servicing Agreement. The sole remedy hereunder of the Trustee, the Trust or the
Certificateholders with respect to a breach of this Section 5.5, shall be to
require the Seller to repurchase the Receivable pursuant to this Section 5.5.
Upon receipt of the Purchase Amount, the Trustee shall release to the Seller or
its designee the related Receivable File and shall execute and deliver all
instruments of transfer or assignment, without recourse, as are prepared by the
Seller and delivered to the Trustee and are necessary to vest in the Seller or
such designee title to the Receivable.
5.6. Indemnification. (a) The Seller shall indemnify the Purchaser for
any liability as a result of the failure of a [Affiliated Originator] Receivable
to be originated in compliance with all requirements of law and for any breach
of any of its representations and warranties contained herein.
- 16 -
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the use, ownership, or operation
by the Seller or any Affiliate thereof of a Financed Vehicle related to a
[Affiliated Originator] Receivable.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes, except for taxes on the net income of the
Purchaser, that may at any time be asserted against the Purchaser with respect
to the transactions contemplated herein, including, without limitation, any
sales, gross receipts, general corporation, tangible personal property,
privilege, or license taxes and costs and expenses in defending against the
same.
(d) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims and
liabilities to the extent that such cost, expense, loss, damage, claim or
liability arose out of, or was imposed upon the Purchaser through, the
negligence, willful misfeasance, or bad faith of the Seller in the performance
of its duties under this Agreement, or by reason of reckless disregard of the
Seller's obligations and duties under this Agreement.
Indemnification under this Section 5.6 shall include reasonable fees
and expenses of litigation and shall survive payment of the Certificates. These
indemnity obligations shall be in addition to any obligation that the Seller may
otherwise have.
5.7. Sale. The Seller agrees to treat this conveyance for all purposes
(including without limitation tax and financial accounting purposes) as a sale
on all relevant books, records, tax returns, financial statements and other
applicable documents.
5.8. Non-Petition. In the event of any breach of a representation and
warranty made by the Purchaser hereunder, the Seller covenants and agrees that
it will not take any action to pursue any remedy that it may have hereunder, at
law, in equity or otherwise, until a year and a day have passed since the date
on which all Certificates issued by the Trust or a similar trust formed by the
Purchaser have been paid in full. The Purchaser and the Seller agree that
damages will not be an adequate remedy for such breach and that this covenant
may be specifically enforced by the Purchaser or by the Trust.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1. Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any [Affiliated Originator] Receivable.
- 17 -
6.2. Repurchase Events. The Seller hereby covenants and agrees with the
Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer]
and the Certificateholders, that (i) the occurrence of a breach of any of the
Seller's representations and warranties contained in Section 3.2(b) hereof
(without regard to any limitations regarding the Seller's knowledge) and (ii)
the failure of the Seller to timely comply with its obligations pursuant to
Section 5.5 hereof, shall constitute events obligating the Seller to repurchase
the affected [Affiliated Originator] Receivables hereunder ("Repurchase
Events"), at the Purchase Amount from the Trust. Unless the breach of any of the
Seller's representations and warranties shall have been cured by the last day of
the second Collection Period following the discovery thereof by or notice to the
Purchaser and the Seller of such breach, the Seller shall repurchase any
[Affiliated Originator] Receivable if such [Affiliated Originator] Receivable is
materially and adversely affected by the breach as of the last day of such
second Collection Period (or, at the Seller's option, the last day of the first
Collection Period following the discovery) and, in the event that the breach
relates to a characteristic of the [Affiliated Originator] Receivables in the
aggregate, and if the Trust is materially and adversely affected by such breach,
unless the breach shall have been cured by such second Collection Period, the
Seller shall purchase such aggregate Principal Balance of [Affiliated
Originator] Receivables, such that following such purchase such representation
shall be true and correct with respect to the remainder of the [Affiliated
Originator] Receivables in the aggregate. The provisions of this Section 6.2 are
intended to grant the Trustee a direct right against the Seller to demand
performance hereunder, and in connection therewith the Seller waives any
requirement of prior demand against the Purchaser and waives any defaults it
would have against the Purchaser with respect to such repurchase obligation. Any
such purchase shall take place in the manner specified in Section 4.5 of the
Pooling and Servicing Agreement. The sole remedy hereunder of the
Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the
Purchaser against the Seller with respect to any Repurchase Event shall be to
enforce the Seller's obligation to repurchase such [Affiliated Originator]
Receivables pursuant to this Agreement; provided, however, that the Seller shall
indemnify the Trustee, the [Credit Enhancer], the Trust and the
Certificateholders against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel, which may be
asserted against or incurred by any of them, as a result of third party claims
arising out of the events or facts giving rise to such breach. Upon receipt of
the Purchase Amount, the Purchaser shall cause the Trustee to release the
related Receivables File to the Seller and to execute and deliver all
instruments of transfer or assignment, without recourse, as are necessary to
vest in the Seller title to the [Affiliated Originator] Receivable.
Notwithstanding the foregoing, if it is determined that consummation of the
transactions contemplated by the Pooling and Servicing Agreement and the other
transaction documents referenced in such Agreement, servicing and operation of
the Trust pursuant to the Pooling and Servicing Agreement and such other
documents, or the ownership of a Certificate by a Holder constitutes a violation
of the prohibited transaction rules of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as
amended ("Code"), for which no statutory exception or administrative exemption
applies, such violation shall not be treated as a Repurchase Event.
- 18 -
6.3. Reassignment of Purchased Receivables. With respect to all
[Affiliated Originator] Receivables repurchased by the Seller pursuant to this
Agreement, the Purchaser shall assign, without recourse except as provided
herein, representation or warranty, to the Seller all the Purchaser's right,
title and interest in and to such [Affiliated Originator] Receivables, and all
security and documents relating thereto.
6.4. Conveyance as Sale of Receivables Not Financing. The parties
hereto intend that the conveyance under this Agreement be a sale of the
[Affiliated Originator] Receivables and the other Transferred [Affiliated
Originator] Property from the Seller to the Purchaser and not a financing
secured by such assets; and the beneficial interest in and title to the
[Affiliated Originator] Receivables and the other Transferred [Affiliated
Originator] Property shall not be part of the Seller's estate in the event of
the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. In the event that any conveyance hereunder is for any reason not
considered a sale, the parties intend that this Agreement constitute a security
agreement under the UCC (as defined in the UCC as in effect in the State of
Texas) and applicable law, and the Seller hereby grants to the Purchaser a first
priority perfected security interest in, to and under the [Affiliated
Originator] Receivables and the other Transferred [Affiliated Originator]
Property being delivered to the Purchaser on the Closing Date, and other
property conveyed hereunder and all proceeds of any of the foregoing for the
purpose of securing payment and performance of the Certificates and the
repayment of amounts owed to the Purchaser from the Seller.
6.5. Trust. The Seller acknowledges that the Purchaser will, pursuant
to the Pooling and Servicing Agreement, sell the Receivables to the Trust and
assign its rights under this Purchase Agreement and the CPS Purchase Agreement
to the Trustee for the benefit of the Certificateholders, and that the
representations and warranties contained in this Agreement and the rights of the
Purchaser under this Purchase Agreement, including under Sections 6.2 and 6.4
hereof are intended to benefit such Trust and the Certificateholders. The Seller
also acknowledges that the Trustee on behalf of the Certificateholders as
assignee of the Purchaser's rights hereunder may directly enforce, without
making any prior demand on the Purchaser, all the rights of the Purchaser
hereunder including the rights under Sections 6.2 and 6.4 hereof. The Seller
hereby consents to such sale and assignment.
6.6. Amendment. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Seller and the Purchaser
with the consent of the [Credit Enhancer]; provided, however, that (i) any such
amendment that materially adversely affects the rights of the Class A
Certificateholders under the Pooling and Servicing Agreement must be consented
to by the holders of Class A Certificates representing more than [___]% of the
Class A Certificate Balance and (ii) any amendment that materially adversely
affects the rights of the Class B Certificateholders under the Pooling and
Servicing Agreement must be consented to by the holders of Class B Certificates
representing more than [___]% of the Class B Certificate Balance.
6.7. Waivers. No failure or delay on the part of the Purchaser in
exercising any
- 19 -
power, right or remedy under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy.
6.8. Notices. All communications and notices pursuant hereto to either
party shall be in writing or by telegraph or telex and addressed or delivered to
it at its address (or in case of telex, at its telex number at such address)
shown in the opening portion of this Agreement or at such other address as may
be designated by it by notice to the other party and, if mailed or sent by
telegraph or telex, shall be deemed given when mailed, communicated to the
telegraph office or transmitted by telex.
6.9. Costs and Expenses. The Seller will pay all expenses incident to
the performance of its obligations under this Purchase Agreement.
6.10. Representations of the Seller and the Purchaser. The respective
agreements, representations, warranties and other statements by the Seller and
the Purchaser set forth in or made pursuant to this Purchase Agreement shall
remain in full force and effect and will survive the closing under Section 2.2
hereof.
6.11. Confidential Information. The Purchaser agrees that it will
neither use nor disclose to any Person the names and addresses of the Obligors,
except in connection with the enforcement of the Purchaser's rights hereunder,
under the [Affiliated Originator] Receivables, under the Pooling and Servicing
Agreement or as required by law.
6.12. Headings and Cross-References. The various headings in this
Purchase Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Purchase Agreement.
References in this Purchase Agreement to Section names or numbers are to such
Sections of this Purchase Agreement.
6.13. Third Party Beneficiaries. The parties hereto hereby expressly
agree that each of the Trustee for the benefit of the Certificateholders and the
[Credit Enhancer] shall be third party beneficiaries with respect to this
Agreement, provided, however, that no third party other than the Trustee for the
benefit of the Certificateholders and the [Credit Enhancer] shall be deemed a
third party beneficiary of this Agreement.
6.14. Governing Law. THIS PURCHASE AGREEMENT AND THE ASSIGNMENTS SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
6.15. Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
[Rest of page intentionally left blank.]
- 20 -
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.
CPS RECEIVABLES CORP.
By:_____________________________
Name:
Title:
[AFFILIATED ORIGINATOR]
By:_____________________________
Name:
Title:
- 21 -
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement (the
"[Affiliated Originator] Purchase Agreement") dated as of [____________],
19[____], between the undersigned (the "Seller") and Financial Asset Securities
Corp. (the "Purchaser"), the undersigned does hereby sell, transfer, assign and
otherwise convey unto the Purchaser, without recourse (subject to the
obligations in the [Affiliated Originator] Purchase Agreement and the Pooling
and Servicing Agreement), all right, title and interest of the Seller in and to
(i) the [Affiliated Originator] Receivables listed in the Schedule of
[Affiliated Originator] Receivables and, with respect to Rule of 78's
Receivables, all monies due or to become due thereon after the Cutoff Date
(including Scheduled Payments due after the Cutoff Date (including principal
prepayments relating to such Scheduled Payments) but received by the Seller on
or before the Cutoff Date) and, with respect to Simple Interest Receivables, all
monies received thereunder after the Cutoff Date, and all Liquidation Proceeds
and Recoveries received with respect to such Receivables; (ii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
[Affiliated Originator] Receivables and any other interest of the Seller in such
Financed Vehicles, including, without limitation, the certificates of title or,
with respect to Financed Vehicles in the State of Michigan, other evidence of
ownership with respect to Financed Vehicles; (iii) any proceeds from claims on
any physical damage, credit life and credit accident and health insurance
policies or certificates relating to the Financed Vehicles securing the
[Affiliated Originator] Receivables; (iv) refunds for the costs of extended
service contracts with respect to Financed Vehicles securing the [Affiliated
Originator] Receivables, refunds of unearned premiums with respect to credit
life and credit accident and health insurance policies or certificates covering
an Obligor or Financed Vehicle securing the [Affiliated Originator] Receivables
or his or her obligations with respect to such a Financed Vehicle and any
recourse to Dealers for any of the foregoing; (v) the Receivable File related to
each [Affiliated Originator] Receivable; and (vi) 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 [Affiliated
Originator] Receivables, the 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
[Affiliated Originator] Purchase Agreement and is to be governed by the
[Affiliated Originator] Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the [Affiliated Originator] Purchase Agreement.
THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of [____________] [_____].
[AFFILIATED ORIGINATOR]
By:
Name:
Title:
- 2 -
Exhibit B
Schedule of [Affiliated Originator] Receivables
[To be specified at Closing]
