Exhibit 10.1
RECEIVABLES PURCHASE AGREEMENT dated as of [________], [____] among
[_____________________], a [________] corporation (the "Seller") and Securitized
Asset Backed Receivables LLC, a Delaware limited liability company (the
"Purchaser").
WHEREAS in the regular course of its business, the Seller has
purchased certain motor vehicle retail installment sale and installment loan
contracts secured by new or used automobiles, and light-duty trucks,
motorcycles, recreational vehicles, sport utility vehicles and vans from motor
vehicle dealers; and
WHEREAS the Purchaser wishes to purchase the Receivables (as
hereinafter defined) and to transfer the Receivables to [_____________________]
[____]-[_] (the "Trust"), which will issue the [Class [A-1] _________% Asset
Backed Notes (Series ___) (the "Class [A-1] Notes")], [Class [A-2] ________%
Asset Backed Notes (Series ___) (the "Class [A-2] Notes")], [Class [A-3]
________% Asset Backed Notes (Series ___) (the "Class [A-3] Notes")] [and Class
[A-4]______% Asset Backed Notes (Series ___)] (the "Class [A-4] Notes" and,
together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3]
Notes, the "Notes") payment of which will be secured by the Receivables and [the
_____% Asset Backed 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 the Seller has agreed to make certain representations and
warranties relating to the Receivables and to pay certain expenses and amounts
with respect hereto; and
WHEREAS the Seller and the Purchaser wish to set forth the terms
pursuant to which the Seller will sell the Receivables to the Purchaser;
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 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 [_______], [ ].
"Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.
"Cutoff Date" means [_______], [ ].
"Indenture" shall mean the Indenture dated as of [______], [ ]
between the Trust and[_________], 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.
"Prospectus Supplement" shall mean the Prospectus Supplement
dated [_________] relating to the Notes.
"Purchaser" shall mean Securitized Asset Backed Receivables, 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).
"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 [______], among the Trust, the Purchaser, and the Seller,
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 I.
"Seller" shall mean [_____________________], a [________]
corporation, its successors and assigns.
"Trust Agreement" shall mean the Trust Agreement dated as of
[_______], between the Purchaser and [___________], [ ], as the owner trustee
(the "Owner Trustee"), as the same may be amended and supplemented from time to
time.
ARTICLE II
CONVYANCE OF RECEIVABLES
Section 2.01 Conveyance of Receivables. In consideration of the
Purchaser's delivery to or upon the order of the Seller of $_______________, the
Seller does hereby sell,
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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 in and to (but none of the obligations of the Seller with
respect to):
(a) the Receivables, and all moneys received thereon on and after
the Cutoff Date;
(b) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables, any other right to realize upon property
securing a Receivable and any other interest of the Seller in such Financed
Vehicles including the Seller's right, title and interest in the lien on the
Financed Vehicles in the name of [_____________________] or the Seller's agents;
(c) any proceeds with respect to the Receivables from claims on any
Insurance Policies relating to the Financed Vehicles or Obligors;
(d) proceeds of any recourse (but none of the obligations) to
Dealers on Receivables;
(e) 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;
(f) the Receivables Files; and
(g) the proceeds of any and all of the foregoing.
Section 2.02 The Closing. The sale and purchase of the Receivables
shall take place at a closing (the "Closing") at the offices of [____________],
[___________] on the Closing Date, simultaneously with the closings under (a)
the Sale and Servicing Agreement and (b) the Indenture.
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 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 licenses and
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approvals, in all jurisdictions in which the ownership or lease of its 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, or constitute (with
or without notice or lapse of time) a default under, the 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; or 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 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 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 [_________], 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 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.
(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
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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 Receivables and the other Transferor
Property conveyed to the Purchaser pursuant to Section 2.01, 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.
(v) 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, or constitute (with
or without notice or lapse of time) a default under, the articles of
incorporation or bylaws of the Seller, or any indenture, agreement or other
instrument to which the Seller is a party or by which it is bound; or 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 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.
(vi) 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 Notes or the consummation of the other transactions
contemplated by this Agreement, the Trust Agreement, the Indenture or the Sale
and Servicing Agreement, except such as have been duly made or obtained.
(vii) 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, (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.
(viii) Principal Place of Business. The principal place of
business and chief executive office of the Seller are located at the place set
forth in Section 6.08(a) and such location has not changed since the date the
Seller was incorporated.
(ix) Use of Names. The legal name of the Seller is the name
used by it in this Agreement and the Seller has not changed its name since
[________] and does not have trade names, fictitious names, assumed names or
"doing business" names.
(x) Solvency. The Seller is solvent and will not become
insolvent after giving effect to the transactions contemplated in this
Agreement; the Seller is paying its debts, if any, as they become due; the
Seller, after giving effect to the transactions contemplated in this Agreement,
will have adequate capital to conduct its business.
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(xi) Fraudulent Conveyance. The Seller is not selling the
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 Receivables to the Purchaser.
The Seller agrees that such representations and warranties shall be
conveyed hereunder 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 shall rely on such representations and
warranties in accepting the Receivables.
(b) The Seller makes the representations and warranties to the
Purchaser in respect of the Receivables set forth in Section 3.1 of the Sale and
Servicing Agreement, and in that connection agrees to execute the Sale and
Servicing Agreement. The Seller agrees that such representations and warranties
shall be conveyed hereunder 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 shall rely on such representations and
warranties in accepting the Receivables. Such representations and warranties
speak as of the execution and delivery of this Agreement, but shall survive the
sale, transfer and assignment of the Receivables to the Purchaser and the
subsequent sale, assignment and transfer of the Receivables pursuant to the Sale
and Servicing Agreement and the Grant thereof pursuant to the Indenture.
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 the Receivables
have been sold to the Purchaser pursuant to this Agreement, and deliver to the
Purchaser the Schedule of Receivables.
(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 substantially in the form of Exhibit A hereto.
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(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 in which 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
Owner Trust Estate, 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, 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
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 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.
ARTICLE V
COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows:
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
Seller and the Purchaser, respectively, in and to the Receivables and the other
property included in the Owner Trust Estate 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 included in the Owner Trust Estate. 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.
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(b) Name Change. Within 15 days after the Seller makes any change in
its name, identity or corporate structure that 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.
(c) Resolution. The Seller shall have an obligation to 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.
The Servicer shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.
(d) Notice. If at any time the Seller shall propose to sell, grant a
security interest in, or otherwise transfer any interest in automotive
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 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 and is owned by the Purchaser. Should
any third party inquire of the Seller as to the Receivables, the Seller will
promptly indicate to such party that the Receivables have been sold to the
Purchaser pursuant to this Agreement.
Section 5.02 Other Liens or Interests. Except for the conveyances
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
Purchaser for any liability resulting from the failure of a Receivable to be
originated in compliance with all requirements of law and for any breach of any
of its or the Seller's 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. These indemnity obligations shall be in addition to any obligation
that the Seller may otherwise have.
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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 that the
occurrence of a breach of any of the Seller's representations and warranties
contained in Section 3.02(c), unless any such breach shall have been cured by
the last day of the Collection Period following the discovery thereof by the
Seller, or receipt by the Seller of written notice from the Owner Trustee, the
Indenture Trustee, the Depositor, or the Servicer, shall constitute an event
obligating the Seller to purchase as of such last day any Receivable hereunder
with respect to which such breach occurred if such breach has had a material and
adverse effect on the interests of the Purchaser or the Trust in and to such
Receivable (each, a "Repurchase Event"), at the Purchase Amount from the
Purchaser or, upon the assignment contemplated by the Sale and Servicing
Agreement, from the Trust. The repurchase obligation of the Seller shall
constitute the sole remedy (other than that provided by Section 5.04) 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
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)
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, (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 and (c) the representations and
warranties contained in this Agreement and the rights of the Purchaser under
this Agreement, including under Section 6.02, are intended to benefit the Trust,
the Certificateholders and 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
time, with prior written notice to the rating agency, 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; provided that such amendment
shall not, in the Opinion of Counsel satisfactory to the Owner Trustee and the
Indenture Trustee, materially and adversely
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affect the interest of any Noteholder or Certificateholder in the Trust or the
Receivables. This Agreement may also be amended by the Seller and the Purchaser,
with prior written notice to the rating agency, with the consent of the holders
of Notes evidencing at least a majority of the Outstanding Amount of the Notes
and the holders of Certificates evidencing at least a majority of the
Certificate Balance 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 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.
Section 6.06 Accountants' Letters. (a) [____________] will review
the characteristics of the Receivables and will compare those characteristics to
the information with respect to the Receivables contained in the Prospectus
Supplement; (b) the Seller will cooperate with the Purchaser and [____________]
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 Prospectus Supplement; (c)
[____________] will deliver to the Purchaser a letter, dated the date of the
Prospectus Supplement, 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 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
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
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
[_____________________________________]; (b) in the case of the Purchaser, to
Securitized Asset Backed Receivables LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, (000) 000-0000; and (c) in the case of the rating agency, to
[________________]; 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
incident to the performance of its obligations under this Agreement and 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.
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Section 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 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
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
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
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 6.14 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.
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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.
[_____________________]
Seller
By:_________________________________________
Name:
Title:
SECURITIZED ASSET BACKED RECEIVABLES LLC
Purchaser
By: [_____________________]
as its sole member
By:_________________________________________
Name:
Title:
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ASSIGNMENT
For value received, in accordance with the Receivables Purchase
Agreement dated as of [________],[____] among [_____________________] (the
"Seller") and SECURITIZED ASSET BACKED 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) (i) the
Receivables, and all moneys received thereon on and after the Cutoff Date plus
all Payaheads as of the Cutoff Date; (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables, any other right to
realize upon property securing a Receivable and any other interest of the Seller
in such Financed Vehicles including the Seller's right, title and interest in
the lien on the Financed Vehicles in the name of World Omni Financial Corp. or
the Seller's agents; (iii) any proceeds with respect to the Receivables from
claims on any Insurance Policies relating to the Financed Vehicles or Obligors;
(iv) proceeds of any recourse (but none of the obligations) to Dealers on
Receivables; (v) any Financed Vehicle that shall have secured a Receivable and
shall have been acquired by or on behalf of the Purchaser, or, upon the
assignment contemplated by the Sale and Servicing Agreement, the Servicer or the
Trust; and (vi) the Receivables Files. 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, 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
Receivables Purchase Agreement.
Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Receivables Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Assignment to be duly executed as of [_______], [____].
[_____________________]
By:___________________________________
Name:
Title:
2
NYLIB5 726748.2 -3-
NYLIB5 726748.2
SCHEDULE I
SCHEDULE OF RECEIVABLES
[To Be Delivered at Closing]
