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Exhibit 10.1
Execution Copy
PURCHASE AGREEMENT dated as of May 1, 1999, between FRANKLIN CAPITAL
CORPORATION, a Utah corporation (the "Seller"), and FRANKLIN RECEIVABLES LLC, a
Delaware limited liability company (the "Purchaser").
WHEREAS in the regular course of its business, the Seller has
purchased certain prime, non-prime and sub-prime motor vehicle retail
installment sale contracts secured by new and used automobiles and light trucks
from motor vehicle dealers;
WHEREAS the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) are to be sold by the
Seller to the Purchaser, which Receivables will be transferred by the Purchaser,
pursuant to the Sale and Servicing Agreement (as hereinafter defined), to
Franklin Auto Trust 1999-1 (the "Trust"), which Trust will issue two classes of
Asset Backed Notes (the "Notes"), which will be debt of the Trust and
Certificates representing the ownership interest in the Trust (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 Agreement shall have the meaning set forth
in the Sale and Servicing Agreement. 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 Purchase Agreement, as the same may be
amended and supplemented from time to time.
"Assignment" shall mean the document of assignment attached to this
Agreement as Exhibit A.
"Certificateholder" means a holder of a Certificate.
"Closing Date" shall mean May 27, 1999.
"Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.
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"Computer Tape" means the computer tapes or other electronic media
furnished by the Seller to the Purchaser describing certain characteristics of
the Receivables.
"Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable by operation of law as a result of any
act or omission by the related Obligor.
"Noteholder" means a holder of a Note.
"Obligor" on a Receivable means the purchaser or co-purchasers of
the Financed Vehicle and any other Person who owes payments under the
Receivable.
"Prospectus" shall mean the Prospectus (as defined in the
Underwriting Agreement).
"Purchase Amount" means, with respect to any Receivable required to be
repurchased by the Seller pursuant to Section 6.02 of this Agreement, an amount
equal to the sum of (i) 100% of the Principal Balance thereof and (ii) all
accrued and unpaid interest thereon (including one month's interest thereon, in
the month of payment, at the APR less, so long as Franklin Capital is the
Servicer, the Base Servicing Fee).
"Purchaser" shall mean Franklin Receivables LLC, a Delaware limited
liability company, its successors and assigns.
"Receivable" shall mean any Contract listed on Schedule A (which
Schedule may be in the form of microfiche).
"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 May 1, 1999, among the Trust, as issuer, Franklin
Receivables LLC, as seller, Franklin Capital Corporation, as servicer and
Franklin Resources, Inc., as representative, as the same may be amended and
supplemented from time to time.
"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Schedule A.
"Security Insurer" shall mean MBIA Insurance Corporation.
"Seller" shall mean Franklin Capital Corporation, a Utah
corporation, its successors and assigns.
"Underwriting Agreement" shall mean the Underwriting Agreement dated
May 20, 1999 between Xxxxxxx, Xxxxx & Co. and the Purchaser.
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ARTICLE II
Conveyance of Receivables
SECTION 2.01. Conveyance of Receivables. In consideration of the
Purchaser's delivery to or upon the order of the Seller of $105,948,257.83 the
Seller does hereby sell, transfer, assign, set over and otherwise convey to the
Purchaser, without recourse (subject to the obligations herein), all right,
title and interest of the Seller in and to:
(i) the Receivables, and all monies representing interest payments
and principal payments received thereunder on and after the Cutoff Date, and,
with respect to Precomputed Receivables, monies representing interest and
principal payments received thereunder prior to the Cutoff Date that are due on
or after the Cutoff Date;
(ii) an assignment of the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in such Financed Vehicles;
(iii) any proceeds with respect to the Receivables from claims on
any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from the liquidation of the
Receivables;
(iv) any proceeds from any Receivables repurchased by a Dealer,
pursuant to a Dealer Agreement, as a result of a breach of representation or
warranty in the related Dealer Agreement;
(v) the related Receivables Files; and
(vi) the proceeds of any and all of the foregoing.
SECTION 2.02. RESERVED.
SECTION 2.03. The Closing. The sale and purchase of the Receivables
shall take place at a closing (the "Closing") at the offices of Xxxxxxxx &
Xxxxxxxx LLP, 1290 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
on the Closing Date, simultaneously with the closings under the Sale and
Servicing Agreement.
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ARTICLE III
Representations and Warranties
SECTION 3.01. 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:
(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 Utah, 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 and is 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 shall require such qualifications.
(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 has been duly authorized
by the Purchaser by all necessary action.
(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time or both) a default under, the certificate of
formation or limited liability company agreement of the Purchaser, or any
indenture, agreement or other instrument to which the Purchaser is a party or by
which it is bound; nor 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) nor violate any
law or, to the best of the Purchaser's knowledge, 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.
(e) 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: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or (iii) 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.
SECTION 3.02. Representations and Warranties of the Seller. (a) The
Seller hereby represents and warrants to the Purchaser as of the date hereof and
as of the Closing Date:
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(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 Utah, 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 and is 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 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 hereby 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) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof shall not
conflict with, result in any breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse of time) or both a default
under, the articles of incorporation or by-laws of the Seller, or any
indenture, agreement or other instrument to which the Seller is a party or
by which it is bound; nor 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); nor violate any
law or, to the best of the Seller's knowledge, 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.
(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, or
(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.
(b) The Seller represents to the Purchaser that, as of the date set
forth in Section 3.1 of the Sale and Servicing Agreement, each of the
representations set forth in said section is hereby made to the Purchaser and
the Security Insurer as if the same were fully set forth herein.
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ARTICLE IV
Conditions
SECTION 4.01. Conditions to Obligation of the Purchaser. The
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 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 receivables
created in connection with the Receivables have been sold to the Purchaser
pursuant to this Agreement, and deliver to the Purchaser the Schedule of
Receivables certified by the Chairman, the President, a Vice President or the
Treasurer to be true, correct and complete.
(c) Documents To Be Delivered by the Seller at the Closing.
(i) The Assignment. At the Closing, the Seller will execute and
deliver an Assignment. The Assignment shall be 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-l 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 included
in the Trust Property 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 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) Other Documents. Such other documents as the Purchaser may
reasonably request.
(d) Other Transactions. The transactions contemplated by the Sale
and Servicing 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
of the Seller to sell the Receivables to the Purchaser is subject to the
satisfaction of the following conditions:
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(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 Seller shall have performed
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 specified in Section 2.01
of this Agreement.
ARTICLE V
Covenants of the Seller
The Seller agrees with the Purchaser as follows; provided, however,
that to the extent that any provision of this Article conflicts with any
provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement
shall govern:
SECTION 5.01. 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 Receivables and the other property included in the Trust
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 Receivables and the other property included in the Trust Property. The
Seller shall deliver 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 paragraph.
(b) Name Change. Within 15 days after 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 Purchaser notice of any such change, and no
later than 5 days after the effective date thereof, shall file such financing
statements or amendments as may be necessary to continue the perfection of the
Purchaser's interest in the property included in the Owner Trust Estate.
SECTION 5.02. Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Sale and Servicing Agreement, the Seller will not
sell, pledge, assign or transfer to any Person, or grant, create, incur, assume
or suffer to exist any Lien on, any interest in, to and 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 Sale and Servicing Agreement.
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SECTION 5.03. Chief Executive Office. During the term of the
Receivables, the Seller will maintain its chief executive office in Utah.
SECTION 5.04. 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
Receivables.
ARTICLE VI
Miscellaneous Provisions
SECTION 6.01. 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 Receivable.
SECTION 6.02. Repurchase Events. The Seller hereby covenants and
agrees with the Purchaser for the benefit of the Purchaser, the Trust, the
Trustee, the Noteholders, the Certificateholders and the Security Insurer that
the occurrence of a breach of any of the Seller's representations and warranties
contained in Section 3.02(b) shall constitute events obligating the Seller to
repurchase Receivables hereunder ("Repurchase Events"), at the Purchase Amount
from the Purchaser or from the Trustee. The repurchase obligation of the Seller
shall constitute the sole remedy to the Purchaser, the Trust, the Trustee, the
Noteholders or the Certificateholders against the Seller with respect to any
Repurchase Event.
SECTION 6.03. Purchaser Assignment of Repurchased Receivables. With
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. [Reserved]
SECTION 6.05. Trust. The Seller acknowledges and agrees that (a) 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 representations and warranties contained in this Agreement
and the rights of the Purchaser under this Agreement, including those under
Section 6.02, are intended to benefit the Trust, the Noteholders, the
Certificateholders and the Security Insurer. The Seller hereby consents to all
such sales and assignments.
SECTION 6.06. Amendment. This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies, by a written amendment
duly executed and delivered by the Seller and the Purchaser, without the consent
of the Noteholders, but with the consent of the Security Insurer, 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
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manner the rights of the Noteholders; provided that such amendment will not, in
the Opinion of Counsel satisfactory to the Trustee, materially and adversely
affect the interest of any Noteholder. This Agreement may also be amended by the
Seller and the Purchaser, with prior written notice to the Rating Agencies, with
the consent of the holders of Notes evidencing at least a majority of the
outstanding principal amount of the Notes 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 and
with the consent of the Security Insurer; 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 Receivables or distributions
that are required to be made for the benefit of the Noteholders or (ii) reduce
the aforesaid percentage of the Notes which are required to consent to any such
amendment, without the consent of the holders of all the outstanding Notes.
SECTION 6.07. Accountants' Letters. (a) PricewaterhouseCoopers LLP
will review the characteristics of the Receivables described in the Schedule of
Receivables set forth as Schedule A hereto and will compare those
characteristics to the information with respect to the Receivables contained in
the Prospectus Supplement dated May 20, 1999; (b) the Seller will cooperate with
the Purchaser and PricewaterhouseCoopers LLP 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 to deliver the letters required of
them under the Underwriting Agreement; (c) PricewaterhouseCoopers LLP will
deliver to the Purchaser a letter, dated the date of the Prospectus, in the form
previously agreed to by the Seller and the Purchaser, with respect to the
financial and statistical information contained in the Prospectus Supplement
dated May 20, 1999 and with respect to such other information as may be agreed
in the form of the letter.
SECTION 6.08. Waivers. No failure or delay on the part of the
Purchaser in exercising any power, right or remedy under this Agreement or any
Assignment 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 6.09. Notices. All demands, notices and communications under
this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the Seller, to 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx
xxxx Xxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx, with a copy to Franklin
Resources, Inc., 000 Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000, (b) in the case
of the Purchaser, to 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx xxxx Xxxx, XX 00000,
Attention: Xxxxxxxx X. Xxxx, with a copy to Franklin Resources, Inc., 000
Xxxxxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000, (c) in the case of Moody's, to
Xxxxx'x Investors Service, Inc., ABS Monitoring Department, 00 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000; (d) in the case of Standard & Poor's, to Standard &
Poor's Corporation, 00 Xxxxxxxx (00xx Xxxxx), Xxx Xxxx, Xxx Xxxx 00000,
Attention of Asset Backed Surveillance Department; (e) in the case of the
Security Insurer, to MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx
Xxxx 00000, Attn:
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Insured Portfolio Management (IPM-SF), or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.
SECTION 6.10. Costs and Expenses. The Seller will pay all expenses
incident to the performance of its obligations under this Agreement and the
Seller agrees to pay all reasonable 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.
SECTION 6.11. 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 Agreement shall
remain in full force and effect and will survive the closing under Section 2.03.
SECTION 6.12. Confidential Information. The Purchaser agrees that it
will neither use nor disclose to any Person the names and addresses of the
Obligors under the Receivables, except in connection with the enforcement of the
Purchaser's rights hereunder, under the Sale and Servicing Agreement or as
required by any of the foregoing or by law.
SECTION 6.13. Headings and Cross-References. The various headings in
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 6.14. GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS 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 6.15. 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.
SECTION 6.16. Third Party Beneficiary. The Security Insurer is an
express third party beneficiary of this Agreement.
SECTION 6.17. No Proceedings. So long as this Agreement is in
effect, and for one year and one day following its termination, the Seller
agrees that it will not file any involuntary petition or otherwise institute any
bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy law or similar law
against the Purchaser.
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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.
FRANKLIN RECEIVABLES LLC,
as Purchaser, by Franklin Capital
Corporation,
its managing member
By: /s/ Xxxxxxxx X. Xxxx
__________________________
Name: Xxxxxxxx X. Xxxx
Title: President
FRANKLIN CAPITAL CORPORATION
as Seller
By: /s/ Xxxxxxxx X. Xxxx
__________________________
Name: Xxxxxxxx X. Xxxx
Title: President
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EXHIBIT A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement (the
"Purchase Agreement") dated as of May 1, 1999, between the undersigned and
Franklin Receivables LLC (the "Purchaser"), the undersigned does hereby sell,
assign, transfer and otherwise convey unto the Purchaser, without recourse, all
right, title and interest of the undersigned in and to (i) the Receivables, and
all moneys received thereon on and after the Cutoff Date, and, with respect to
Precomputed Receivables, certain monies representing interest and principal
received thereunder on or prior to the Cutoff Date that are due after the Cutoff
Date; (ii) the security interest of the Seller in the Financed Vehicles granted
by the Obligors pursuant thereto and any other interest of the Seller in such
Financed Vehicles; (iii) the interest of the Seller in any proceeds from claims
on any physical damage, credit life or disability insurance policies relating to
the Financed Vehicles or Obligors; (iv) the interest of the Seller in any
proceeds with respect to the Receivables from recourse to Dealers thereon with
respect to which the Servicer has determined in accordance with its customary
procedures that eventual payment in full is unlikely; (v) all rights under any
Service Contract on the related Financed Vehicles; (vi) the related Receivables
Files; and (vii) the proceeds of any and all of the foregoing. The foregoing
sale does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or any
other person in connection with the Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be
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governed by the Purchase Agreement. The undersigned acknowledges and agrees that
the Purchaser may further assign the items enumerated in clauses (i) through
(vii) above to Franklin Auto Trust 1999-1 which may in turn assign its interests
in the items in (i) through (vii) to The Chase Manhattan Bank, as trustee (the
"Trustee") for the benefit of the Noteholders and the Security Insurer and that
the Trustee will have the right to enforce any of the rights of the Purchaser
under the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Purchase Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of May 1, 1999.
FRANKLIN CAPITAL CORPORATION
By: _____________________________
Name:
Title:
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SCHEDULE A
Schedule of Receivables
[Delivered to the Trustee at Closing]
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SCHEDULE 1
Location of Receivable Files
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