EXECUTION COPY
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RECEIVABLES PURCHASE AGREEMENT
by and between
WORLD OMNI FINANCIAL CORP., as Seller,
and
WORLD OMNI AUTO RECEIVABLES, LLC, as Purchaser
Dated As of February 13, 2001
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EXECUTION COPY
RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT dated as of February 13, 2001 (as
amended from time to time, this "Agreement"), is between World Omni Financial
Corp., a Florida corporation and World Omni Auto Receivables LLC, a Delaware
limited liability company.
WHEREAS, in the regular course of its business, World Omni Financial
Corp. has originated and purchased from motor vehicle dealers certain motor
vehicle retail installment sale contracts secured by new and used automobiles
and light-duty trucks;
WHEREAS, World Omni Auto Receivables LLC wishes to purchase the
Receivables (as hereinafter defined) and to transfer the Receivables to World
Omni Auto Receivables Trust 2001-A (the "Trust"), which will issue and transfer
to World Omni Auto Receivables LLC the $165,000,000 Class A-1, 5.33% Asset-
Backed Notes, Series 2001-A (the "Class A-1 Notes"), the $173,000,000 Class A-2,
5.13% Asset-Backed Notes, Series 2001-A (the "Class A-2 Notes"), the
$185,000,000 Class A-3, 5.30% Asset-Backed Notes, Series 2001-A (the "Class A-3
Notes"), the $143,541,000 Class A-4, 5.51% Asset-Backed Notes (Series 2001-A)
(the "Class A-4 Notes") and the $43,235,000 Class B, 5.78% Asset-Backed Notes,
Series 2001-A (the "Class B Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Notes"), with
the interest and principal payments on the Notes to be secured by the
Receivables, and issue and transfer to the Purchaser the Certificates
representing fractional undivided interests in the property of the Trust
including the Receivables, subject to the rights of the Indenture Trustee on
behalf of the Noteholders;
WHEREAS, World Omni Financial Corp. has agreed to make certain
representations and warranties relating to the Receivables and to pay certain
expenses and amounts with respect hereto; and
WHEREAS, World Omni Financial Corp. and World Omni Auto Receivables
LLC wish to set forth the terms pursuant to which World Omni Financial Corp.
will sell the Receivables to World Omni Auto Receivables LLC.
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
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Terms not defined in this Agreement shall have the meaning set forth
in the Sale and Servicing Agreement or the Indenture, as applicable. As used in
this 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):
"Agreement" shall mean this Receivables Purchase Agreement, as the
same may be amended and supplemented from time to time.
"Assignment" shall mean the document of assignment substantially in
the form of Exhibit A.
"Certificates" shall mean the Trust Certificates (as defined in the
Trust Agreement).
"Certificateholders" shall mean the holders of Certificates.
"Closing Date" shall mean February 13, 2001.
"Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.
"Cutoff Date" means the close of business on December 31, 2000.
"Final Prospectus" shall mean the Final Base Prospectus dated January
31, 2001, as supplemented by the Final Prospectus Supplement dated February 1,
2001 relating to the Notes.
"Indenture" shall mean the Indenture, dated as of the date hereof,
between the Trust and The Chase Manhattan Bank, as trustee (the "Indenture
Trustee"), as the same may be amended and supplemented from time to time.
"Noteholders" shall mean the holders of the Notes.
"Owner Trustee" shall mean The Bank of New York, a New York banking
corporation, its successors and assigns.
"Preliminary Prospectus" shall mean the Preliminary Base Prospectus,
dated January 31, 2001, as supplemented by the Preliminary Prospectus Supplement
dated January 31, 2001, relating to the Notes.
"Purchaser" shall mean World Omni Auto Receivables LLC, a Delaware
limited liability company, its successors and assigns.
"Receivable" shall mean any Contract listed on Schedule I hereto
(which Schedule may be in the form of microfiche), as such Schedule may be
amended from time to time.
"Repurchase Event" shall have the meaning specified in Section 6.02.
"Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of the date hereof, among the Trust, the Purchaser and the
Seller as the same may be amended and supplemented from time to time.
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"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Schedule I, as such Schedule may be amended from time to time.
"Seller" shall mean World Omni Financial Corp., a Florida corporation,
its successors and assigns.
"Trust Agreement" shall mean the Trust Agreement, dated as of the date
hereof, among the Purchaser, The Bank of New York (Delaware) and The Bank of
New York, as the owner trustee, as the same may be amended and supplemented from
time to time.
ARTICLE II
Conveyance of Receivables
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SECTION 2.01. Conveyance of Receivables. In consideration of the
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Purchaser's delivery to or upon the order of the Seller of the Purchase Price,
the Seller does hereby sell, transfer, assign, set over and otherwise convey to
the Purchaser, without recourse (subject to the obligations of the Seller
herein), all right, title and interest of the Seller, whether now owned or
hereafter acquired, and wherever located, in and to the following (but none of
the obligations of the Seller with respect to):
(a) the Receivables (all of which are identified in the Seller's
computer files by a code indicating the Receivables are owned by the Trust and
pledged to the Indenture Trustee) and all monies received thereon after the
Cutoff Date;
(b) the security interests in, and the liens on, the Financed
Vehicles granted by Obligors in connection with the Receivables and any other
interest of the Seller in the Financed Vehicles;
(c) any proceeds with respect to the Receivables from claims on any
physical damage, credit life or disability insurance policies covering the
Financed Vehicles or Obligors;
(d) any Financed Vehicle that shall have secured a Receivable and
shall have been acquired by or on behalf of the Seller, the Purchaser, or, upon
the assignment contemplated by the Sale and Servicing Agreement, the Servicer or
the Trust;
(e) all "accounts," "chattel paper" and "general intangibles" (as
such terms are defined in the Uniform Commercial Code as from time to time in
effect) constituting or relating to the foregoing; and
(f) the proceeds of any and all of the foregoing.
SECTION 2.02. Purchase Price. In consideration for the purchase of
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the Receivables and related assets pursuant to Section 2.01 hereof, Purchaser
shall pay to Seller on the Closing Date an amount equal to $720,584,873.87 (the
"Purchase Price") and Seller shall execute and deliver to Purchaser an
Assignment in the form set forth as Exhibit A hereto with respect to such
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Receivables and related assets. On the Closing Date, a portion of the Purchase
Price payable on such date equal to approximately $703,343,482.06 shall be paid
to Purchaser in
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immediately available funds and the balance of the Purchase Price
($17,241,391.81) shall be recorded as a capital contribution to Purchaser from
Seller.
SECTION 2.03. Intention of Parties. It is the intention of the Seller
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and the Purchaser that the assignment and transfer contemplated herein
constitute (and shall be construed and treated for all purposes as) a true and
complete sale of the Receivables and other property specified in Section 2.01
hereof, conveying good title thereto free and clear of any liens and
encumbrances, from the Seller to the Purchaser. However, in the event that such
conveyance is deemed to be a pledge to secure a loan (in spite of the express
intent of the parties hereto that this conveyance constitutes, and shall be
construed and treated for all purposes, as a true and complete sale), the Seller
hereby grants to the Purchaser a first priority perfected security interest in
all of the Seller's right, title and interest in, to and under the Receivables
and other property specified in Section 2.01 hereof whether now existing or
hereafter created and all proceeds of the foregoing to secure the loan deemed to
be made in connection with such pledge and, in such event, this Agreement shall
constitute a security agreement under applicable law.
SECTION 2.04. The Closing. The sale and purchase of the Receivables
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shall take place at a closing (the "Closing") at the offices of Xxxxxxxx & Xxxxx
in New York, New York on the Closing Date, simultaneously with the closings
under (a) the Sale and Servicing Agreement and (b) the Indenture.
ARTICLE III
Representations and Warranties
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SECTION 3.01. Representations and Warranties of the Purchaser. The
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Purchaser hereby represents and warrants to the Seller as of the Closing Date:
(a) Organization and Good Standing. The Purchaser has been duly
organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, with the power and authority
to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority and legal right to acquire and own
the Receivables.
(b) Due Qualification. The Purchaser is duly qualified to do business
as a foreign limited liability company in good standing, and has obtained all
necessary material licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business shall require
such qualifications, except where the failure to be so qualified or to have
obtained such licenses or approvals would not have a material adverse effect on
the Purchaser's earnings, business affairs or business prospects.
(c) Power and Authority. The Purchaser has the requisite 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 action.
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(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not (i) conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the limited liability
company agreement of the Purchaser; (ii) breach, conflict with or violate any of
the material terms or provisions of, or constitute (with or without notice or
lapse of time) a default under, any indenture, agreement or other instrument to
which the Purchaser is a party or by which it is bound; (iii) result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than the Sale
and Servicing Agreement, the Indenture and the Trust Agreement); or (iv), to the
best of the Purchaser's knowledge, violate any 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 except, in the case of clauses
(ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or
violations that would not have a material adverse effect on the Purchaser's
earnings, business affairs or business prospects.
(e) No Proceedings. To the best of the Purchaser's knowledge, there
are no proceedings or investigations pending or threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Purchaser or its properties: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement, (iii) seeking any determination
or ruling that could reasonably be expected to materially and adversely affect
the performance by the Purchaser of its obligations under, or the validity or
enforceability of, this Agreement or (iv) which could reasonably be expected to
adversely affect the federal or state income tax attributes of the Notes or the
Certificates.
SECTION 3.02. Representations and Warranties of the Seller. (a) The
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Seller hereby represents and warrants to the Purchaser as of the execution and
delivery of this Agreement and as of 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 Florida, with the power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the
power, authority and legal right to acquire and own the Receivables.
(ii) Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary material licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business shall require
such qualifications, except where the failure to be so qualified or to have
obtained such licenses or approvals would not have a material adverse effect on
the Seller's earnings, business affairs or business prospects.
(iii) Power and Authority. The Seller has the corporate 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 all necessary corporate action.
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(iv) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
(i) conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Seller, (ii) breach, conflict with or
violate any of the material terms or provisions of, or constitute (with or
without notice or lapse of time) a default under, any indenture, agreement or
other instrument to which the Seller is a party or by which it is bound; (iii)
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement); or (iv), to the best of the Seller's knowledge,
violate any 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 except, in the case of clauses (ii), (iii) and (iv), for such
breaches, defaults, conflicts, liens or violations that would not have a
material adverse effect on the Seller's earnings, business affairs or business
prospects.
(v) No Proceedings. To the Seller's best knowledge, there are
no proceedings or investigations pending or 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, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement, (C) seeking any determination
or ruling that could reasonably be expected to materially and adversely affect
the performance by the Seller of its obligations under or the validity or
enforceability of, this Agreement or (D) relating to the Seller and which could
reasonably be expected to adversely affect the federal or state income tax
attributes of the Notes or the Certificates.
(b) The Seller agrees that the representations and warranties in this
Section 3.02 shall be conveyed by the Purchaser to the Issuer under the Sale and
Servicing Agreement, and pledged by the Issuer to the Indenture Trustee. The
Seller further agrees that any such Person to whom such rights are conveyed may
enforce any and all remedies for the breach thereof directly against the Seller.
The Seller agrees that the Purchaser may rely on such representations and
warranties in accepting the Receivables.
ARTICLE IV
Conditions
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SECTION 4.01. Conditions to Obligation of the Purchaser. The
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obligation of the Purchaser to purchase the Receivables is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct in all material
respects on the Closing Date, and the Seller shall have performed in all
material respects all obligations to be performed by it hereunder on or prior to
the Closing Date.
(b) Documents To Be Delivered by the Seller at the Closing.
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(i) The Assignment. At the Closing, the Seller will execute
and deliver an Assignment substantially in the form of Exhibit A hereto.
(ii) Evidence of UCC 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 required by applicable law, executed by the
Seller, as seller or debtor, and naming the Purchaser as purchaser or secured
party, describing the Receivables and the other property conveyed hereby,
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 Receivables 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) Schedule of Receivables. On or prior to the Closing Date,
the Seller shall deliver the Schedule of Receivables.
(iv) Other Documents. Such other documents as the Purchaser may
reasonably request.
(c) As a condition for the sale hereunder, the Seller agrees to make
the representations and warranties to the Purchaser in respect of the
Receivables set forth in Section 3.01 of the Sale and Servicing Agreement, and
in that connection agrees to execute the Sale and Servicing Agreement. The
Seller agrees that the Purchaser may rely on such representations and warranties
in accepting the Receivables.
(d) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement to be consummated on
the Closing Date shall be consummated on such date.
SECTION 4.02. Conditions to Obligation of the Seller. The obligation
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of the Seller to sell the Receivables to the Purchaser is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct in all material
respects on the Closing Date, and the Seller shall have performed in all
material respects all obligations to be performed by it hereunder on or prior to
the Closing Date.
(b) Receivables Purchase Price. On the Closing Date, the Purchaser
shall have delivered to the Seller the Purchase Price.
ARTICLE V
Covenants of the Seller
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The Seller agrees with the Purchaser as follows:
SECTION 5.01. Protection of Right, Title and Interest. (a) Filings.
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The Seller shall cause all financing statements and continuation statements and
any other necessary
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documents perfecting the right, title and interest of the Seller and the
Purchaser, respectively, in and to the Receivables and the other property
conveyed hereby 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 in and to the Receivables and the other property conveyed
hereby. The Seller shall deliver to the Purchaser file stamped copies of, or
filing receipts for, any document filed as provided above, as soon as available
following such filing.
(b) Name Change. The Seller shall not change its name, identity or
corporate structure in any manner that could reasonably be expected to make any
financing statement or continuation statement filed in accordance with paragraph
(a) above seriously misleading within the meaning of Section 9-402(7) of the
UCC, unless it shall have given the Purchaser at least five days' prior written
notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.
(c) Relocation. The Seller shall give the Purchaser at least 60 days'
prior written notice of any relocation of its principal executive office 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 shall promptly file any such
amendment or new financing statement.
(d) Notice. If at any time the Seller shall propose to sell, grant a
security interest in, or otherwise transfer any interest in any Contract to any
prospective purchaser, lender or other transferee, the Seller shall give to such
prospective purchaser, lender or other transferee computer tapes, records or
printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold to and is owned by the Purchaser.
SECTION 5.02. Other Liens or Interests. Except for the conveyances
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hereunder and under the Sale and Servicing Agreement, the Indenture, the Trust
Agreement and the other Basic Documents, the Seller will not sell, pledge,
assign or transfer to any Person, or grant, create, incur, assume or suffer to
exist any Lien on, or any interest in, to or under the Receivables, and the
Seller shall defend the right, title and interest of the Purchaser in, to and
under the Receivables against all claims of third parties claiming through or
under the Seller; provided, however, that the Seller's obligations under this
Section shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.
SECTION 5.03. Indemnification. The Seller shall indemnify the
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Purchaser for any liability resulting from (i) the failure of a Receivable to be
originated in compliance in all material respects with all requirements of
applicable federal, state and local laws and regulations thereunder, including
usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal
Reserve Board's Regulations B and Z, and State adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code, and other consumer credit
laws and equal credit opportunity and disclosure laws and (ii) for any breach of
any of its representations and warranties contained herein and for any failure
by the Seller to comply with its obligations under Sections 5.01 and 5.02
hereof, provided that
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the Seller's repurchase obligation as set forth in Section 3.02 of the Sale and
Servicing Agreement for a breach of representations and warranties set forth in
Section 3.01 thereof is the sole remedy therefor, except with respect to matters
set forth in (i) above. These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
ARTICLE VI
Miscellaneous Provisions
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SECTION 6.01. Obligations of Seller. The obligations of the Seller
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under this Agreement shall not be affected by reason of any invalidity,
illegality or irregularity of any Receivable.
SECTION 6.02. Repurchase Events. The Seller agrees to repurchase
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Receivables materially and adversely affected by a breach of the representations
and warranties set forth in Section 3.01 of the Sale and Servicing Agreement,
all in the manner set forth in Section 3.02 of such agreement (each, a
"Repurchase Event"), and in that connection agrees to execute the Sale and
Servicing Agreement. This repurchase obligation of the Seller shall constitute
the sole remedy of the Purchaser, the Trust, the Indenture Trustee, the
Noteholders, the Owner Trustee or the Certificateholders against the Seller with
respect to any Repurchase Event.
SECTION 6.03. Purchaser Assignment of Repurchased Receivables. With
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respect to all Receivables repurchased by the Seller pursuant to this Agreement,
the Purchaser shall assign, without recourse, representation or warranty, to the
Seller all the Purchaser's right, title and interest in and to such Receivables
and all security and documents relating thereto.
SECTION 6.04. The Trust. The Seller acknowledges and agrees that (a)
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the Purchaser will, pursuant to the Sale and Servicing Agreement, sell the
Receivables to the Trust and assign its rights under this Agreement to the Trust
and (b) the Trust will, pursuant to the Indenture, grant the Receivables and its
rights under this Agreement and the Sale and Servicing Agreement to the
Indenture Trustee on behalf of the Noteholders. The Seller hereby consents to
all such sales and assignments and agrees that the Owner Trustee or, if pursuant
to the Indenture, the Indenture Trustee, may exercise the rights of the
Purchaser and enforce the obligations of the Seller hereunder directly and
without the consent of the Purchaser.
SECTION 6.05. Amendment. This Agreement may be amended from time to
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time, upon (i) satisfaction of the Rating Agency Condition and (ii) delivery by
the Seller of an officer's certificate stating such amendment will not
materially and adversely affect the interest of any Noteholder or
Certificateholder, by a written amendment duly executed and delivered by the
Seller and the Purchaser, to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to add any other provision with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement or the Sale and Servicing Agreement, the Trust Agreement or the
Indenture or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders in the Trust
or Receivables. This Agreement may also be amended by the Seller and the
Purchaser, with the consent of the holders of Notes evidencing
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not less than 50% of the Outstanding Amount of the Controlling Securities if
their interests are materially and adversely affected thereby and the holders of
Certificates evidencing not less than 50% of the percentage interest of the
Certificates if their interests are materially and adversely affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders in the Trust or
Receivables; provided, however, that no such amendment may (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Receivables or distributions that are required to
be made for the benefit of Noteholders or Certificateholders or (ii) reduce the
aforesaid percentage of the Notes and Certificates that is required to consent
to any such amendment, without the consent of the holders of all the outstanding
Notes and Certificates affected thereby.
SECTION 6.06. Accountants' Letters. (a) Xxxxxx Xxxxxxxx will review
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the characteristics of the Receivables and will compare those characteristics to
the information with respect to the Receivables contained in the Final
Prospectus; (b) the Seller will cooperate with the Purchaser and Xxxxxx Xxxxxxxx
in making available all information and taking all steps reasonably necessary to
permit such accountants to complete the review set forth in clause (a) above;
and (c) Xxxxxx Xxxxxxxx will deliver to the Purchaser a letter, dated the date
of the Final Prospectus, in the form previously agreed to by the Seller and the
Purchaser, with respect to characteristics of the Receivables, the financial and
statistical information contained in the Final Prospectus and with respect to
such other information as may be agreed in the form of letter.
SECTION 6.07. Waivers. No failure or delay on the part of the
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Purchaser, or any assignee of the Purchaser, in exercising any 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.
SECTION 6.08. Notices. All demands, notices and communications under
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this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, or recognized overnight courier or by facsimile
confirmed by delivery or mail as described above, and shall be deemed to have
been duly given upon receipt (a) in the case of the Seller, to World Omni
Financial Corp., 000 X.X. 00/xx/ Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (954)
429-2200, Attention: Xxxxxxx X. Xxxxxxxxx; (b) in the case of the Purchaser, to
World Omni Auto Receivables LLC, 000 X.X. 00/xx/ Xxxxxx, Xxxxxxxxx Xxxxx,
Xxxxxxx 00000, (000) 000-0000, Attention: Xxxxxxx X. Xxxxxxxxx; and (c) in the
case of the rating agencies: (i) to Xxxxx'x Investors Service, 00 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000, (ii) to Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx, 00000, and (iii) to Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.
SECTION 6.09. Costs and Expenses. The Seller shall pay all expenses
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incident to the performance of its obligations under this Agreement and all
reasonable and documented out-of-pocket costs and expenses of the Purchaser,
excluding fees and expenses of counsel, in connection with the perfection as
against third parties of the Purchaser's right, title and interest in and to the
Receivables and the enforcement of any obligation of the Seller hereunder.
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SECTION 6.10. Representations of the Seller and the Purchaser. The
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respective agreements, representations, warranties and other statements by the
Seller and the Purchaser set forth in or made pursuant to this Agreement shall
remain in full force and effect and will survive the sales and assignments
referred to in Section 6.04.
SECTION 6.11. Confidential Information. The Purchaser agrees that it
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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 Receivables, under the Sale and Servicing Agreement, the
Indenture, the Trust Agreement or any other Basic Document or as required by any
of the foregoing or by law.
SECTION 6.12. Headings and Cross-references. The various headings in
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this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in
this Agreement to Section names or numbers are to such Sections of this
Agreement.
SECTION 6.13. GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL
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BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER OR THEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 6.14. Counterparts. This Agreement may be executed in two or
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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.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized as of the date and year
first above written.
WORLD OMNI FINANCIAL CORP.,
Seller
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
WORLD OMNI AUTO RECEIVABLES LLC,
Purchaser
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer
12
Exhibit A
ASSIGNMENT
For value received, in accordance with the Receivables Purchase Agreement
dated as of February 13, 2001 between WORLD OMNI FINANCIAL CORP. (the "Seller")
and WORLD OMNI AUTO RECEIVABLES LLC (the "Purchaser"), the Seller does hereby
sell, assign, transfer and otherwise convey unto the Purchaser, without recourse
(subject to the obligations of the Seller in the Receivables Purchase
Agreement), all right, title and interest of the Seller in and to (but none of
the obligations of the Seller with respect to: (a) the Receivables (all of which
are identified in the Seller's computer files by a code indicating the
Receivables are owned by the Trust and pledged to the Indenture Trustee) and all
monies received thereon after the Cutoff Date; (b) the security interests in,
and the liens on, the Financed Vehicles granted by Obligors in connection with
the Receivables and any other interest of the Seller in the Financed Vehicles;
(c) any proceeds with respect to the Receivables from claims on any physical
damage, credit life or disability insurance policies covering the Financed
Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a
Receivable and shall have been acquired by or on behalf of the Seller, the
Purchaser, or, upon the assignment contemplated by the Sale and Servicing
Agreement, the Servicer or the Trust; (e) all "accounts," "chattel paper" and
"general intangibles" (as such terms are defined in the Uniform Commercial Code
as from time to time in effect) constituting or relating to the foregoing; and
(f) 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, dealers or any
other person in connection with the Receivables, 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
Receivables Purchase Agreement.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Receivables Purchase Agreement.
13
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of the date and year first written above.
WORLD OMNI FINANCIAL CORP.
By:____________________________________
Name:
Title:
14
SCHEDULE I
Schedule of Receivables
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[To Be Delivered on or before the Closing Date]
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