Exhibit 10.2
Execution Copy
ASSIGNMENT
For value received, in accordance with the Purchase Agreement (the
"Purchase Agreement") dated as of December 1, 2001, 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 monies representing interest and principal payments received thereon on and
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 with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies relating to the Financed Vehicles
or Obligors and any proceeds from the liquidation of the Receivables; (iv) the
interest of the Seller in any proceeds from any Receivables repurchased by a
Dealer pursuant to a Dealer Agreement as a result of a breach of a
representation or warranty in the related Dealer Agreement; (v) all rights under
any extended warranty service contracts on the related Financed Vehicles; (vi)
the related Receivables Files; and (vii) the proceeds of any and all of the
foregoing. The foregoing sale does not constitute and is not intended to result
in any assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Receivables,
Receivable Files, any insurance policies or any agreement or instrument relating
to any of them.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement. The
undersigned acknowledges and agrees that the Purchaser may further assign the
items enumerated in clauses (i) through (vii) above to Xxxxxxxx
Auto Trust 2001-2 which may in turn assign its interests in the items in (i)
through (vii) to The Bank of New York, 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.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of December 1, 2001.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: President and CEO
