ASSIGNMENT
For value received, in accordance with the Purchase Agreement
(the "Purchase Agreement") dated as of January 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 moneys 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 from claims on any
physical damage, credit life or disability insurance policies relating to the
Financed Vehicles or Obligors and any proceeds from liquidation of the
Receivables; (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 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
Franklin Auto Trust 2001-1 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.
IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of January 1, 2001.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: President and CEO
