EXECUTION COPY
AUTOMOBILE LOAN SALE AGREEMENT
THIS AUTOMOBILE LOAN SALE AGREEMENT (this "Agreement") is by and among
First Fidelity Acceptance Corp., a Nevada corporation ("FFAC" or "Originator"),
Greenwich Capital Financial Products, Inc., a Delaware corporation ("GCFP" or
"Seller"), and AutoBond Acceptance Corporation, a Texas corporation ("Buyer"),
and dated as of the 30th day of September, 1996.
W I T N E S S E T H:
WHEREAS, this Agreement governs the sale, transfer and assignment by
Seller to Buyer of automobile retail installment sale contracts and other
incidents thereof in accordance with the terms of this Agreement; and
WHEREAS, each Receivable (hereinafter defined) sold hereunder by Seller
to Buyer was purchased by Seller from Originator and will be subject to the
warranties, representations, covenants and agreements made by Originator herein
and such warranties and representations are made for the benefit of Buyer and
its successors and permitted assignees; and
WHEREAS, Seller desires to sell, transfer and assign to Buyer the
Receivables, together with the security agreement, title certificate and any and
all other security documents, agreements or other instruments relating thereto.
NOW, THEREFORE, for and in consideration of the premises and of the
mutual covenants herein set forth and other good and valuable consideration, and
for reasonably equivalent value, the receipt and sufficiency of which are hereby
acknowledged, Buyer, Originator and Seller hereby agree as follows:
1. DEFINITIONS
The following terms will have the meanings set forth therefor herein:
ADDITIONAL CONSIDERATION has the meaning assigned to such term in
Section 2(c).
ADDITIONAL RECEIVABLES has the meaning assigned to such term in Section
9.
AFFILIATE means any Person owned or controlled by or under common
control with any other Person. For purposes of this definition "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether though the
ownership of voting securities or otherwise.
AGREEMENT means this Automobile Loan Sale Agreement, and all amendments
hereof and supplements hereto.
ALP INSURANCE POLICIES means the policies issued by Agricultural Excess
and Surplus Insurance Co., a subsidiary of Great American Insurance Companies,
in the forms attached hereto as Exhibit B.
AMOUNT FINANCED means, with respect to a Receivable, the amount advanced
to, or for the benefit of, the related Obligor under the Receivable toward the
purchase price of the Financed Vehicle and any related costs.
ANNUAL PERCENTAGE RATE OR APR of a Receivable means the annual rate of
finance charges stated in the related Receivable.
ASSIGNEE means any special purpose entity formed by Buyer or any of its
Affiliates in connection with a securitization of all or a portion of the
Receivables.
BUSINESS DAY means any day other than a Saturday, a Sunday or a legal
holiday on which banks are not open for regular business in the state of New
York.
CLOSING DATE means September 30, 1996.
CREDIT DEFAULT INSURANCE has the meaning assigned to such term in
Section 2(d).
CUTOFF DATE means September 1, 1996.
DEALER means the dealer who sold a Financed Vehicle and who originated
and assigned the related Receivable to Originator under an existing agreement
between such dealer and Originator.
FINANCED VEHICLE means an automobile or light-duty truck, together with
all accessions thereto, securing an Obligor's indebtedness under the related
Receivable.
GUARANTEE FEE CERTIFICATES has the meaning assigned to such term in
Section 2(c).
INSURANCE PAYMENT has the meaning assigned to such term in Section 2(d).
LEGAL FILES means, with respect to each Receivable, the fully executed
original of such Receivable with fully executed assignment from the related
Dealer to Originator, a fully executed assignment in blank from Originator, with
all intervening assignments showing a complete chain of assignment from the
related Dealer to the Person assigning it to Buyer (each such assignment being
sufficient to transfer all right, title and interest of the party so assigning,
as holder or assignee thereof, in and to such Receivable), the original
certificate of title or the Title Package, or such other documents evidencing
the
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security interest of Norwest on behalf of Originator, or the Originator, as
applicable, in the Financed Vehicle, and evidence of verification of physical
damage insurance coverage and a copy of Obligor's credit application.
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.
NORWEST means Norwest Bank Minnesota, National Association, a national
banking association.
OBLIGOR on a Receivable means the purchaser or co-purchasers of the
Financed Vehicle and any other Person who owes payments under the Receivable.
PERSON means and includes any individual, partnership, corporation
(including a business trust), limited liability company, joint stock company,
trust, unincorporated association, joint venture, or other entity or government
or any agency or political subdivision thereof, whether acting in an individual,
fiduciary or other capacity.
PRINCIPAL BALANCE of a Receivable, as of any day, means the Amount
Financed minus the portion of all payments made by or on behalf of the related
Obligor on or prior to such day and allocable to principal using the Simple
Interest Method.
PROGRAM GUIDELINES means the First Fidelity Acceptance Corp. Program
Guidelines, a copy of which is attached hereto as Exhibit C.
PURCHASE PRICE means the amount set forth in the separate settlement
schedule agreed to by Seller and Buyer on the date hereof. The parties agree
that such settlement schedule is intended to represent, among other things, the
amount of interest accrued on each Receivable from the last paid to date for
such Receivable as of the close of business on September 25, 1996, to but
excluding the Closing Date. In the event such schedule proves to be inaccurate,
the parties agree to adjust the Purchase Price accordingly.
RECEIVABLE means each retail installment sale contract identified in the
Schedule of Receivables and sold to Buyer hereunder.
RECEIVABLE FILES means, (a) a legible copy of the fully executed
original of the Receivable; (b) the original credit application fully executed
by Obligor; (c) a legible copy of the original certificate of title or such
documents that Originator or any third party servicer shall have kept on file in
accordance with its customary procedures, evidencing the security interest of
Norwest on behalf of Originator, or Originator, as applicable, in the Financed
Vehicle; and (d) any and all other documents that Originator or any third party
servicer shall keep on file, or that Originator shall have previously confirmed
pursuant to its standard document checklist and delivered to such servicer,
relating to a Receivable, an Obligor or a Financed Vehicle.
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RESERVE FUND ACCOUNT has the meaning assigned to such term in Section
2(c).
SCHEDULE OF RECEIVABLES means the Schedule of Receivables attached
hereto as Exhibit A, as such schedule may be amended or supplemented from time
to time up to the Closing Date.
SIMPLE INTEREST METHOD means the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the product of the Annual Percentage
Rate multiplied by the unpaid principal balance divided by 365, such amount
multiplied by the number of days elapsed since the preceding payment of interest
was made and the remainder of such payment is allocable to principal.
TITLE PACKAGE means the application for title to a Financed Vehicle and
a copy of the existing title, lien entry form, letter of guaranty or receipt of
registration, or such other similar documents, as applicable, in each case
noting the lien of either Norwest or the Originator on the Financed Vehicle.
UCC means the Uniform Commercial Code as in effect in the relevant
jurisdiction.
VSI POLICY means the vendors single interest insurance policy issued by
Interstate Fire and Casualty Company, in the form attached hereto as Exhibit D.
2. PURCHASE AND SALE PROVISIONS
(a) Seller agrees to sell to Buyer and Buyer agrees to purchase from
Seller all of Seller's right, title and interest in and to the Receivables and
their related Receivable Files and Legal Files, for the Purchase Price to be
paid to Seller and the Additional Consideration to be paid to Originator, and
subject to the terms and conditions set forth in this Agreement. Buyer and
Seller hereby agree that the purchase of any Receivables will be without
recourse against Seller except as provided herein. Originator and Buyer hereby
agree that Buyer shall have such recourse, rights and remedies against
Originator for breach of any representation, warranty or covenant of Originator
expressly set forth herein. Buyer shall pay to Seller on the Closing Date the
Purchase Price in the form of electronic fund transfer.
The parties hereto intend that the conveyance hereunder be a sale. In
the event that the conveyance hereunder is not for any reason considered a sale,
the parties intend that Seller be deemed to have granted to Buyer a first
priority perfected security interest in, to and under the Receivables, and other
property conveyed hereunder and all proceeds and products of any of the
foregoing and that this Agreement constitute a security agreement under
applicable law.
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(b) In consideration of Buyer's delivery on the Closing Date to or upon
the order of Seller of the Purchase Price with respect to the Receivables,
Seller does hereby sell, transfer, assign, set over and otherwise convey to
Buyer, without recourse, all right, title and interest of Seller in and to:
(i) the Receivables listed on the Schedule of Receivables;
(ii) the security interests in the Financed Vehicles granted
by Obligors pursuant to such Receivables and any other interest of
Seller in such Financed Vehicles;
(iii) any proceeds with respect to such Receivables from
claims on the ALP Insurance Policies, the VSI Policy and any other
physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors;
(iv) all of Seller's rights under each existing agreement
with a Dealer and any proceeds with respect to such Receivables from
recourse to Dealers thereon;
(v) any Financed Vehicle that shall have secured any such
Receivable and shall have been acquired by or on behalf of Seller or
Buyer;
(vi) all documents relating to the Receivables, including the
Legal Files and the Receivable Files;
(vii) all collections of principal from the Receivables
received on and after the Cutoff Date and all collections of interest
from the Receivables received on and after September 26, 1996; and
(viii) all proceeds and records (including computer records)
relating to any and all of the foregoing.
(c) In consideration for Originator (x) releasing any retained interest
in the Receivables which it may have, and (y) making the representations and
warranties contained herein and undertaking to perform its obligations
hereunder, Buyer agrees to the following (the "Additional Consideration"):
(i) Buyer shall contribute to Originator, and Originator
shall contribute to AutoBond Funding Corporation 1996-C, a Delaware
corporation, for deposit into a reserve fund (the "Reserve Fund
Deposit") related to the securitization of the Receivables, an amount
equal to 2% of the Principal Balance of the Receivables as of the Cutoff
Date; and
(ii) In connection with Buyer's financing and securitization
of the Receivables, Buyer will grant to Originator the guarantee fee
certificates (the "Guarantee Fee Certificates"), in the form attached
hereto as Exhibit I,
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representing the right to receive the guarantee fee (as described in the
Guarantee Fee Certificates) generated by the Receivables and, including
all amounts released from the Reserve Fund Account relating to the
Receivables, in each case after the B certificate notes for the related
securitization are retired.
(d) On each business day prior to the Closing Date, Buyer shall forward
to Seller a list of Receivables that it has agreed to purchase hereunder. Upon
receipt of such list, Seller shall immediately cause the Legal Files and
Receivable Files with regard to each Receivable included on such list to be
forwarded to Norwest for processing in contemplation of the anticipated
securitization thereof. Seller's obligation to deliver such files shall be
contingent upon the issuance by Norwest to Seller of a trust receipt regarding
each such file it receives stating that Norwest is holding such file in trust
for the benefit of Seller until the Closing Date. In addition, upon receipt of
the foregoing list of Receivables, Seller shall wire transfer to the account of
Buyer in immediately available funds an amount (the "Insurance Payment") equal
to 5 % of the Principal Balance of the Receivables included in such list as of
the date of such list. Buyer shall be obligated to use the Insurance Payment to
purchase credit default insurance ("Credit Default Insurance") with regard to
such Receivables. In the event that Buyer does not enter into a securitization
transaction with the Receivables on the Closing Date, all Legal Files and
Receivable Files shall be immediately returned by Norwest to Seller and Buyer
shall immediately repay to Seller the aggregate amount of all Insurance Payments
paid to Buyer by Seller to purchase Credit Default Insurance pursuant to this
paragraph (d).
3. ASSIGNMENT OF INSURANCE
Seller further hereby sells, assigns, transfers and sets over to Buyer
in connection with the Receivables purchased hereunder all of Seller's interest
under each and every policy or certificate of insurance, if any, to the extent
such relates to the Receivables, together with all pending insurance claims, if
any, and the proceeds thereof, if any, in connection with any of the
Receivables. Originator agrees to use its best efforts to cause Buyer to be
named as an additional named insured under such policies with respect to the
Receivables, and Originator shall notify or cause to be notified the insurance
carriers of this Agreement to cause Buyer to be named as an additional insured
under such policies with respect to the Receivables and Buyer will instruct said
carriers to pay to Buyer any and all funds, unearned premiums, and returned
premium claims due or hereafter to become due to Seller or Originator to the
extent such amounts are received after the Cutoff Date and relate to the
Receivables.
4. REPRESENTATIONS AND WARRANTIES OF ORIGINATOR
(a) Originator makes the following representations and warranties as to
the Receivables on which Buyer is deemed to rely in acquiring the Receivables.
Such representations and warranties speak as of the Closing Date (unless
otherwise indicated) and shall survive the sale of the Receivables to Buyer and
the subsequent transfer and assignment thereof by Buyer to any Assignee.
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(i) Due Organization. Originator is a corporation duly
organized, validly existing and in good standing under the laws of the
state of its incorporation, and it has all requisite corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby.
(ii) Due Authorization. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by Originator and no other acts or
proceedings on the part of Originator are necessary to authorize this
Agreement or the transactions contemplated hereby, and this Agreement
constitutes a valid and legally binding obligation of Originator.
(iii) No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby,
nor compliance by Originator with the provisions hereof, will violate,
conflict with or result in a breach of, or constitute a default under,
the charter or by-laws of Originator or any instrument or agreement to
which Originator is a party or by which it is bound, any federal or
state statute, or any judicial or administrative decree, order or ruling
applicable to Originator.
(iv) Characteristics of Receivables. Each Receivable (1) was
originated in the United States of America by a Dealer for the retail
sale of a Financed Vehicle in U.S. dollar denominations in the ordinary
course of such Dealer's business, was fully and properly executed by the
parties thereto, was purchased by Originator from such Dealer under an
existing dealer agreement with Originator, and was validly assigned by
such Dealer to Originator in accordance with its terms, (2) has created
a valid, subsisting and enforceable first priority security interest in
favor of either Norwest, on behalf of the Originator, or in favor of
Originator, as applicable, in the Financed Vehicle, which security
interest has been validly assigned by Originator to Seller, and is
assignable by Seller to Buyer and by Buyer to others, (3) contains
customary and enforceable provisions such that the rights and remedies
of the holder thereof are adequate for realization against the
collateral of the benefits of the security, (4) provides for level
monthly payments (provided, that the payment in the first or last month
in the life of the Receivable may be minimally different from the level
payments) that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate, and (5) was originated in
accordance with the Program Guidelines unless otherwise agreed to by
Buyer.
(v) Schedule of Receivables. The information set forth in
the Schedule of Receivables is true and correct in all material respects
as of the opening of business on the Cutoff Date, and no selection
procedures believed to be adverse to Buyer were utilized in selecting
the Receivables. The computer tape or other listing regarding the
Receivables made available to Buyer and its assigns is true and correct
in all respects.
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(vi) Compliance with Law. Each Receivable and the sale of the
Financed Vehicle complied at the time it was originated or made and on
the Closing Date complies in all material respects with all requirements
of applicable federal, state and local laws and regulations thereunder,
including without limitation 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.
(vii) Binding Obligation. Each Receivable represents the
genuine, legal, valid and binding payment obligation in writing of
Obligor, enforceable by the holder thereof in accordance with its terms.
(viii) No Government, Corporate or Fleet Obligor. None of the
Receivables is due from the United States of America or any state or
from any agency, department or instrumentality of the United States of
America or any state or political subdivision thereof. All of the
Receivables are due from Obligors who are natural persons or, if any
Obligor is not a natural person, (a) such entity is an Obligor with
respect to five or fewer financed vehicles and (b) the related
Receivable or Receivables have the benefit of the personal guaranty of a
natural person or persons. No Receivable has been included in a "fleet"
sale (i.e., a sale to any single Obligor of more than five Financed
Vehicles).
(ix) Security Interest in Financed Vehicle. Immediately prior
to the sale, assignment and transfer thereof, each Receivable is secured
by a validly perfected first security interest in the Financed Vehicle
in favor of either Norwest, on behalf of Originator, or the Originator,
as applicable, as secured party or all necessary and appropriate actions
have been commenced that would result in the valid perfection of a first
security interest in the Financed Vehicle in favor of either Norwest, on
behalf of Originator, or Originator, as applicable, as secured party.
Originator and Seller agree to cooperate with Buyer, at Buyer's expense,
in all reasonable actions necessary to evidence the valid perfection of
a first security interest in the Financed Vehicle in favor of Buyer as
secured party upon the reasonable request of Buyer.
(x) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released
from the lien granted by the related Receivable in whole or in part.
(xi) No Waiver. No provision of a Receivable has been
waived.
(xii) No Amendments. No Receivable has been amended such that
the amount of Obligor's scheduled payments has been increased or
decreased except for increases resulting from the inclusion of any fees
and charges resulting
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from the collection or enforcement of the Receivable, to the extent
permitted by law, and premiums for force placed physical damage
insurance covering the Financed Vehicle.
(xiii) No Defenses. No right of rescission, setoff,
counterclaim or defense exists against any Receivable nor has any such
defense been asserted or threatened with respect to any Receivable.
(xiv) No Liens. No liens or claims have been filed for work,
labor or materials relating to a Financed Vehicle that are liens prior
to, or equal to or coordinate with, the security interest in the
Financed Vehicle granted by any Receivable.
(xv) No Default. No default, breach, violation or event
permitting acceleration under the terms of any Receivable has occurred
other than any such default, breach, violation or event which has been
cured; and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable has arisen; and
Originator has not waived any of the foregoing.
(xvi) Insurance. (a) Originator, in accordance with its
customary procedures, has determined that Obligor has obtained physical
damage insurance covering the Financed Vehicle and under the terms of
the Receivable Obligor is required to maintain such insurance, (b) each
Receivable purchased on September 30, 1996 pursuant to the terms hereof
is covered by one of the ALP Insurance Policies and (c) each Receivable
is covered by the VSI Policy.
(xvii) Title. No Receivable has been sold, transferred,
assigned or pledged by Originator to any Person other than Seller,
except for Receivables for which releases of security interests (as such
term is defined in the UCC) have been delivered to Seller. Immediately
prior to the transfer and assignment by Originator to Seller, Originator
had good and marketable title to each Receivable free and clear of all
Liens, encumbrances, security interests and rights of others and,
immediately upon the transfer herein contemplated, Buyer shall have good
and marketable title to each Receivable, free and clear of all Liens,
encumbrances, security interests and rights of others; and the transfer
has been perfected under the UCC. Without limiting the generality of the
foregoing, no Dealer has any right, title or interest in respect of any
Receivable.
(xviii) Lawful Assignment. No Receivable has been originated in,
or is subject to the laws of, any jurisdiction under which the sale,
transfer and assignment of such Receivable or any Receivable under this
Agreement is unlawful, void or voidable.
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(xix) All Filings Made. All filings (including UCC filings)
necessary in any jurisdiction to give Buyer a first perfected ownership
interest in the Receivables shall have been made.
(xx) One Original. There is only one original executed copy
of each Receivable and related Dealer assignment.
(xxi) Simple Interest Receivables. Each Receivable provides
that all allocations of payments with respect to principal and interest,
and the determination of periodic charges and the like, are made using
the Simple Interest Method, based on the actual number of days elapsed
and the actual number of days in the calendar year.
(xxii) No Bankruptcies. Other than as expressly permitted by
the Program Guidelines, no Obligor on any Receivable as of the Cutoff
Date was noted in the related Receivable File as having filed for
bankruptcy.
(xxiii) No Repossessions. No Financed Vehicle securing any
Receivable is in repossession status.
(xxiv) Chattel Paper. Each Receivable constitutes "chattel
paper" as defined in the UCC.
(xxv) Receivables Representation as of September 25, 1996. No
Receivable has, as of the close of business on September 25, 1996, been
assigned by any third party servicer for repossession due to default,
insurance claim (including physical damage resulting in total loss of
the related Financed Vehicle), bankruptcy or for being 59 days or more
delinquent.
(xxvi) Additional Representations and Warranties. In addition
to the foregoing, Originator represents and warrants that:
(1) the down payment described in the Receivable was
paid to the related Dealer in the manner stated
therein;
(2) the Financed Vehicle securing the Obligor's
obligation to pay under the related Receivable has
been delivered to and accepted by the Obligor;
(3) each Receivable has been entered into by the
related Dealer pursuant to Originator's standard form
of dealer agreement, copies of which have previously
been furnished to Buyer;
(4) the dealer agreements relating to the Receivables
are in effect and the Originator's rights thereunder
with regard to the
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Receivables have been validly assigned to the Seller,
and are enforceable against the related Dealer by the
Originator or its assignee, along with any other
rights of recourse which the Originator has against
the related Dealer, without prejudice to any rights
(A) Seller may have against Originator and (B)
Originator may have against the related Dealer with
regard to receivables that are not being sold hereby;
(5) this Agreement and the related Xxxx of Sale
constitutes a valid sale, transfer, assignment,
set-over and conveyance to Buyer of all right, title
and interest of Originator in and to such Receivables
now existing and hereafter created, and upon its
receipt of such Receivables and payment of the
Purchase Price and the Additional Consideration, Buyer
will have title to such Receivables free and clear of
any adverse claim relating to Originator;
(6) there are no procedures or investigations pending
or, to the best of Originator's knowledge, threatened
before any governmental authority (A) asserting the
invalidity of such Receivables or (B) seeking a
determination or ruling that might materially and
adversely affect the validity or enforceability of
such Receivables;
(7) Originator has duly fulfilled all obligations on
its part to be fulfilled under or in connection with
such Receivables and has done nothing to impair the
rights of Buyer in such Receivables or the rights of
Buyer in the proceeds with respect thereto;
(8) the Xxxx of Sale has been duly executed and
delivered by Originator;
(9) the residence of the related Obligor is located
within the borders of the United States of America;
(10) there is only one original of each of the
Receivables, which has been delivered to Norwest;
(11) each Receivable satisfies the following criteria:
(A) the total amount financed by such Receivable does
not exceed $40,000, (B) such Receivable was not
purchased by the Originator at a discount greater than
19%, (C) the APR for such Receivable is not less than
14.5 % per annum, (E) the original term to maturity of
such Receivable does not exceed 60 months, (F) such
Receivable has not less than 12 monthly
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payments annually scheduled at origination, and (G)
such Receivable shall not have an original maturity
date later than March 15, 2002;
(12) no extension shall have been granted on any
Receivable to beyond June 15, 2002;
(13) No Insolvency. Originator has not transferred and
will not transfer any property or incurred any
obligation hereunder with the intent to hinder, delay
or defraud any Person. Originator is not insolvent nor
does it expect to become insolvent as a result of this
Agreement. Originator is not engaged in nor does it
expect to engage in a business for which its remaining
property represents an unreasonably small
capitalization. Originator does not intend to incur
nor does it believe that it will incur indebtedness
that it will not be able to repay at its maturity; and
(14) Reasonably Equivalent Value. In exchange for the
Receivables, Originator has received the Purchase
Price, as set forth in the Purchase Price Letter (each
as defined in the Sale and Servicing Agreement) for
its sale of the Receivables to Seller. In addition, in
exchange for the Reserve Fund Deposit and its
undertakings hereunder, Originator will receive the
Additional Consideration, including the right to
amounts released from the securitization of the
Receivables pursuant to the Guarantee Fee Certificate.
In such case, such transfers will bring Originator
reasonably equivalent value for its sale of the
Receivables and its Reserve Fund Deposit.
(b) In the event of a breach of any of the foregoing warranties and
representations that has a material and adverse affect on the interests of Buyer
or its Assignee in and as to such Receivable, and Originator does not cure such
breach to the satisfaction of Buyer within 30 days of notice by Buyer or its
Assignee of such breach, Originator will, upon Buyer's demand, immediately
repurchase such Receivable for an amount equal to the unpaid balance owing on
said Receivable plus interest owing on such Receivable to the date of
repurchase, provided, however, Originator will pay interest owing on such
Receivable to the end of the month of repurchase if so required by a
securitization to which an Assignee is a party. Originator further agrees to
reimburse Buyer and Seller for any and all reasonable and customary
out-of-pocket costs, including reasonable attorneys' fees, that Buyer or Seller
may sustain as a result of Originator's breach of any warranty or representation
herein.
The right to require Originator to repurchase Receivables hereunder, the
right of reimbursement described above and the indemnity set forth in Section 15
hereof shall be the sole and exclusive remedies of Buyer and Seller with respect
to the breach of the representations and warranties of Originator set forth in
this Agreement.
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5. REPRESENTATIONS AND WARRANTIES OF BUYER
1) Buyer represents and warrants to Seller and Originator as follows:
2) Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, and it has all
requisite corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby.
3) The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
Buyer and no other acts or proceedings on the part of Buyer are necessary to
authorize this Agreement or the transactions contemplated hereby, and this
Agreement constitutes a valid and legally binding obligation of Buyer.
4) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby, nor compliance by Buyer
with the provisions hereof, will violate, conflict with or result in a breach
of, or constitute a default under, the charter or by-laws of Buyer or any
instrument or agreement to which Buyer is a party or by which it is bound, any
federal or state statute, or any judicial or administrative decree, order or
ruling applicable to Buyer.
5) Buyer has purchased Credit Default Insurance with respect to the
Receivables pursuant to the terms of Section 2(d) hereof.
6. REPRESENTATIONS AND WARRANTIES OF SELLER
(a) Seller represents and warrants to Buyer and Originator as
follows:
(i) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation,
and it has all requisite corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby.
(ii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by Seller and no other acts or proceedings on the
part of Seller are necessary to authorize this Agreement or the
transactions contemplated hereby, and this Agreement constitutes a valid
and legally binding obligation of Seller.
(iii) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby, nor compliance
by Seller with the provisions hereof, will violate, conflict with or
result in a breach of, or constitute a default under, the charter or
by-laws of Seller or any instrument or agreement to which Seller is a
party or by which it is bound, any federal or state
13
statute, or any judicial or administrative decree, order or ruling
applicable to Seller.
(iv) Seller is the legal and beneficial owner of the
Receivables being assigned by it hereunder and such Receivables are
being transferred to Buyer free and clear of any Lien, security interest
or other adverse claim.
(v) No Receivable has, as of September 25, 1996, been
assigned by any third party servicer for repossession due to default,
insurance claim (including physical damage resulting in total loss of
the related Financed Vehicle), bankruptcy or for being 59 days or more
delinquent.
(b) In the event of a breach of any warranty and representation set
forth in Section 6(a)(iv) or 6(a)(v), if Buyer is required to repurchase such
Receivable pursuant to the securitization contemplated herein as a result of
such breach of such representation and warranty. Seller will, upon Buyer's
demand, immediately repurchase such Receivable for an amount equal to the
Purchase Price net of the related Insurance Payment for such Receivable,
provided, however, Seller will only be obligated to repurchase a Receivable
pursuant to this provision if it receives notice of such breach within sixty
(60) days following the Closing Date. Such notice shall be provided by Buyer to
Seller promptly upon receipt of notice in connection with such securitization.
7. COVENANTS OF ORIGINATOR
Originator covenants as follows:
(a) On and after the Closing Date and upon request of Buyer,
Originator will do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, such acts, assignments, releases, powers
of attorney, or other instruments and assurances as Buyer may reasonably request
and provide for the purpose of more fully effectuating the assignment, transfer
and conveyance to Buyer, including, at Buyer's expense, cooperating with Buyer
to cause Buyer instead of Originator to be listed as the sole lienholder on each
certificate of title representing a Financed Vehicle, provided that in no event
shall Originator be obligated to aid or assist Buyer in the collection of the
Receivables or related assets.
(b) All sums received by or on behalf of Originator in payment of
obligations represented by the Receivables after the Cutoff Date shall be
received for the account of Buyer and shall be promptly paid over to Buyer by
Originator (or by any servicing agent on behalf of Originator); provided,
however, that Buyer shall promptly reimburse Originator (or the servicing agent,
as applicable) in full for any amounts paid to Buyer by Originator on or after
the Cutoff Date in respect of which a check drawn by or on behalf of any Obligor
under a Receivable is returned due to insufficient funds.
14
(c) Originator will cause the current servicer to cooperate in
all respects with Buyer in the transfer of servicing of the Receivables to Buyer
or Buyer's designee.
8. COVENANTS OF SELLER
Seller covenants as follows:
(a) On and after the Closing Date and upon request of Buyer,
Seller will do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, such acts, assignments, releases, powers of
attorney, or other instruments and assurances as Buyer may reasonably request
and provide for the purpose of more fully effectuating the assignment, transfer
and conveyance to Buyer, including, at Buyer expense, cooperating with Buyer to
cause Buyer instead of Originator to be listed as the sole lienholder on each
certificate of title representing a Financed Vehicle, provided that in no event
shall Seller be obligated to aid or assist Buyer in the collection of the
Receivables or related assets.
(b) All sums received by or on behalf of Seller in payment of
obligations represented by the Receivables after the Cutoff Date shall be
received for the account of Buyer and shall be promptly paid over to Buyer by
Seller (or by any servicing agent on behalf of Seller); provided, however, that
Buyer shall promptly reimburse Seller (or the servicing agent, as applicable) in
full for any amounts paid to Buyer by Seller on or after the Cutoff Date in
respect of which a check drawn by or on behalf of any Obligor under a Receivable
is returned due to insufficient funds.
9. COVENANTS OF BUYER
Buyer covenants as follows:
(a) Buyer will place additional VSI Insurance Policies on each
Receivable simultaneous with Buyer's purchase from Seller.
(b) Buyer will appoint, or cause to be appointed, an experienced
servicer to service the Receivables with commercially acceptable reasonable
care, using the same degree of skill and attention that such an experienced
servicer would be expected to exercise for comparable automobile receivables.
(c) Buyer will cause such servicer to notify Originator upon
repossession of a Financed Vehicle. Upon expiration of Obligor's right to
redeem, Originator shall have the right to purchase the related Receivable by
delivery to the servicer within three business days payment in the amount of the
outstanding Principal Balance of the Receivable, plus accrued interest to the
date of payment together with accrued late charges and out-of-pocket
repossession fees.
15
(d) Buyer will purchase from Seller, on the same terms and
conditions as the Receivables purchased hereunder, all of the additional
receivables listed on Exhibit H hereto and approximately 80% of the 813
additional receivables listed on Exhibit G hereto (collectively, the "Additional
Receivables"), subject to Buyer's ability to finance such purchase pursuant to
commercially reasonable warehouse facilities, including but not limited to
Buyer's present warehouse facilities or a warehouse facility with Seller on
terms substantially similar to Buyer's present warehouse facilities. Such
purchase will occur on or before October 10, 1996. Buyer expressly acknowledges
that the foregoing commitment to purchase the Additional Receivables constitutes
an inducement and consideration for Originator entering into this Agreement.
10. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligation of Buyer to complete the purchase of the Receivables
pursuant to this Agreement is subject to the fulfillment prior to or on the
Closing Date of each of the following conditions except as may be specifically
waived in writing by Buyer:
(a) The representations and warranties of Seller and Originator
set forth in this Agreement shall be true at and as if made on Closing Date;
(b) Seller shall have delivered to Buyer the Receivables and
executed and delivered to Buyer a Xxxx of Sale relating to the Receivables,
substantially in the form of Exhibit "E";
(c) Seller and Originator shall have executed and delivered to
Buyer Limited Powers of Attorney, substantially in the form of Exhibits "F-1"
and "F-2", respectively;
(d) Buyer will have received satisfactory approval from Fitch
Investors Service, Inc. and Xxxxx'x Investors Service (collectively, the "Rating
Agencies") of the inclusion of the Receivables in a securitization to be rated
by the Rating Agencies and purchased by the Investor;
(e) Buyer will have received an irrevocable instruction letter
from Originator regarding the VSI Policy and the ALP Insurance Policies
applicable to the Receivables purchased by Buyer, and application will have been
made by Originator for Buyer to be named as an additional insured on such
policies.
(f) Buyer shall have simultaneously closed the securitization of
the Receivables on the Closing Date on terms and conditions acceptable to Buyer
and Seller and shall have used a portion of the net proceeds from such
securitization to pay the Purchase Price for the Receivables.
11. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
16
The obligation of Seller to complete the sale of the Receivables
pursuant to this Agreement is subject to fulfillment prior to or on the Closing
Date of each of the following conditions except as may be specifically waived in
writing by Seller:
(a) receipt of the Purchase Price,
(b) the representations and warranties of Buyer set forth in this
Agreement being true at and as if made on the Closing Date,
(c) the purchase by Buyer of Credit Default Insurance with
respect to the Receivables pursuant to Section 2(d) hereof, and
(d) the retention of the Insurance Reserve Account, as defined
pursuant to the terms of the Amended and Restated Sale and Servicing Agreement,
dated April 30, 1996 by and among Seller, Originator and American Lenders
Facilities, Inc., pending the sale to Buyer of the Additional Receivables and
the repurchase of any remaining receivables from Seller by Originator.
12. NO BROKERS
Seller, Buyer and Originator represent and warrant to each other that
all negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by each directly with the other or by their
respective employees and/or attorneys, without the intervention of any other
person in such a manner as might give rise to a claim for a brokerage
commission, finder's fee, adviser's fee or like payment.
13. COSTS AND EXPENSES
Buyer, Seller and Originator shall each bear their individual costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, fees and disbursements of
their respective legal counsel, accountants and other representatives, without
recourse, right of offset or other claim against the other for such costs and
expenses. Seller shall be responsible for all expenses relating to the servicing
and subservicing of the Receivables up to and including September 25, 1996 in
accordance with the provisions of the Amended and Restated Sale and Servicing
Agreement dated as of April 30, 1996 (the "Sale and Servicing Agreement") among
the Seller, as purchaser, the Originator, as seller, and American Lenders
Facilities, Inc., as servicer, and Buyer shall be responsible for all expenses
relating to the servicing and subservicing of the Receivables on and after
September 26, 1996 in accordance with the provisoes of the Sale and Servicing
Agreement.
14. NON-CIRCUMVENTION
For a period of two years from the date hereof, Buyer agrees that it
will not enter into a transaction with or involving Originator, and Originator
agrees that it will not
17
enter into a transaction with or involving Buyer, unless such transaction is
arranged by Seller on terms acceptable to all parties.
15. INDEMNITY BY ORIGINATOR
In the event of the breach by Originator of any representation,
warranty, covenant or agreement made by it herein, Originator agrees to defend,
indemnify, and hold harmless Buyer and its respective parents, subsidiaries,
employees, agents and representatives, for the payment of any and all
liabilities, judgments, costs, or expenses incurred by Buyer by reason of such
event.
After Buyer has been served with a complaint in a legal proceeding as to
which Originator would be liable to Buyer under the provisions of this
Agreement, Buyer shall give written notice to Originator in the manner
prescribed in Section 18 hereof. Notwithstanding the right to indemnification
hereunder, Buyer shall have the right to participate in the conduct and defense
of such legal proceeding, including without limitation the right to decide
whether such proceeding should be compromised, settled, or continued. No
indemnification shall be provided under this Agreement with respect to any claim
as to which notice is not timely delivered to Originator to the extent that
Originator suffered actual damages because of the failure to receive timely
notice, or with respect to the settlement or compromise of any claim that has
been entered into by Buyer without the written approval of Originator. Further,
any indemnification hereunder shall be limited by the amount of any tendered
offer of settlement or compromise dispositive of all issues and parties which,
subject only to Buyer's written approval, the Originator commits in writing to
accept and Buyer fails to timely provide its written approval.
16. INDEMNITY BY BUYER
In the event of (i) any representation or warranty by Buyer in this
Agreement being untrue or incorrect in any respect when made or deemed made, or
(ii) the breach by Buyer of any covenant or agreement made by it herein, Buyer
agrees to defend, indemnify, and hold harmless Seller and Originator and their
respective parents, subsidiaries, employees, agents and representatives, for the
payment of any and all liabilities, judgments, costs, or expenses incurred by
Seller and/or Originator, as applicable, by reason of such event.
After Seller and/or Originator has been served with a complaint in a
legal proceeding as to which Buyer would be liable to Seller or Originator under
the provisions of this Agreement, Seller and/or Originator, as applicable, shall
give written notice to Buyer in the manner prescribed in Section 18 hereof.
Notwithstanding the right to indemnification hereunder, Seller and/or
Originator, as applicable, shall have the right to participate in the conduct
and defense of such legal proceeding, including without limitation the right to
decide whether such proceeding should be compromised, settled, or continued. No
indemnification shall be provided under this Agreement with respect to any claim
as to which notice is not timely delivered to Buyer to the extent that Buyer
18
suffers actual damages because of the failure to receive timely notice, or with
respect to the settlement or compromise of any claim that has been entered into
by Seller and/or Originator, as applicable, without the written approval of
Buyer. Further, any indemnification hereunder shall be limited by the amount of
any tendered offer of settlement or compromise dispositive of all issues and
parties which, subject only to Seller's and/or Originator's, as applicable,
written approval, Buyer commits in writing to accept and Seller and/or
Originator, as applicable, fails to timely provide its written approval.
17. CONFIDENTIALITY
In connection with the purchase and sale contemplated by this Agreement,
each party further agrees that neither it nor its respective affiliates,
employees, agents or representatives will divulge or disclose, directly or
indirectly, any information, knowledge or data concerning the Receivables and/or
any information provided to it pursuant to this Agreement, other than
information which has been previously published or otherwise made available to
the general public, or as may be required by law or regulation. Buyer shall be
entitled to make customary disclosures regarding the Receivables in its private
placement memorandum and otherwise in connection with the securitization of the
Receivables, provided, however, that any disclosure relating specifically to
Buyer or Originator must first be approved in writing by such party.
18. NOTICES
All notices and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered or mailed first
class, postage prepaid:
(i) If to Buyer, to: AutoBond Acceptance Corporation
0000 Xxxxxxxx Xxxxxx, 0xx xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxx
or to Buyer at such other address Buyer shall have furnished in writing
to Seller and Originator;
(ii) If to Seller, to: Greenwich Capital Financial Products, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
or to Seller at such other address as Seller shall have furnished in
writing to Buyer and Originator; and
(iii) If to Originator,
to: First Fidelity Acceptance Corp.
19
0000 Xxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
or to Originator at such other address as Originator shall have
furnished in writing to Buyer and Seller.
19. SPECIFIC PERFORMANCE
Buyer, Seller and Originator recognize that each would be irreparably
damaged in the event this Agreement is not specifically enforced and, therefore,
agree that in the event of any controversy concerning any right or obligation
under this Agreement such right or obligation shall be enforceable in a court of
equity by a decree of specific performance, which remedy, however, shall be
cumulative and not exclusive and in addition to any other remedy at law or
equity which the parties may have.
20. ENTIRE AGREEMENT
This Agreement and all documents delivered on or after the date hereof
in connection herewith constitute the entire agreement between the parties. No
modification or variation of this Agreement shall be deemed valid unless made in
writing and signed by Buyer, Originator and Seller. No discharge of any term,
condition or obligation under this Agreement shall be deemed valid unless the
result of full performance by the parties required to render such performance,
or unless such discharge or waiver is granted by a writing signed by the party
or parties entitled to the performance of such term, condition or obligation.
21. WAIVERS
A waiver of any term, condition or obligation under this Agreement by
any party shall not be construed as a waiver by such party of any other term,
condition or obligation under this Agreement nor shall a waiver of any breach of
a term, condition or obligation constitute a waiver of any subsequent breach of
the same term, condition or obligation or of any right consequent thereof.
22. SEVERABILITY
If any term, condition or obligation under this Agreement shall be or
become for any reason wholly or partly invalid or unenforceable, such term,
condition or obligation shall be enforced to the extent to which it is legal and
valid and the remaining terms, conditions and obligations shall continue to be
valid and enforceable and shall be enforced, unless such enforcement is in
manifest violation of the present intention of the parties reflected in this
Agreement.
23. COUNTERPARTS
20
This Agreement may be executed in one or more counterparts, each of
which shall be an original but all of which shall be deemed to be one and the
same instrument.
24. ASSIGNMENT; SUCCESSORS AND ASSIGNS
This Agreement may not be assigned by Originator without the prior
written consent of Buyer. All rights, title and interest may be assigned by
Buyer to any Assignee upon written notification to Seller and Originator,
provided that such Assignee is an affiliate of Buyer and that such assignment is
for use in the securitization transaction as discussed herein.
25. BUYER TO PROVIDE INFORMATION: FURTHER ASSURANCES
Buyer agrees to provide to Seller and Originator, on a monthly basis,
the following information: (i) each Receivable paid off or charged off during
the immediately preceding calendar month, the date of pay-off or charge-off and
the principal balance at the date of chargeoff; (ii) the principal balance of
each Receivable remaining outstanding at the conclusion of the immediately
preceding calendar month; (iii) such other information relating to loss,
expense, delinquency, prepayment and other data relating to the Receivables as
is customarily reported on a securitized pool of receivables similar to the
Receivables; and (iv) such information relating to distributions of the
Guarantee Fee referred to in Section 2(c)(ii) as is customarily reported for
similar securities. Each of Seller and Originator agrees to make, execute and
deliver to Buyer and Buyer agrees to make, execute and deliver to Seller and
Originator, on request, all such other further instruments, papers, and
documents as may be reasonably required to carry out any of the provisions of
this Agreement.
26. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, Originator, Seller and Buyer have duly
executed this Agreement as of the date first above written.
FIRST FIDELITY ACCEPTANCE CORP., Originator
By: /s/ Xxxxxxx Xxxxxx
_______________________________________________
Name:
Title:
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., Seller
21
By: /s/ Xxxxxx Xxxxxx
______________________________________________
Name:
Title:
AUTOBOND ACCEPTANCE CORPORATION, Buyer
By: /s/ Xxxxxx Xxxx
_______________________________________________
Name:
Title:
22
EXHIBIT "A"
SCHEDULE OF RECEIVABLES
A-1
EXHIBIT "B"
ALP INSURANCE POLICIES
B-1
EXHIBIT "C"
(PROGRAM GUIDELINES)
C-1
EXHIBIT "D"
VSI POLICY
D-1
EXHIBIT "E"
XXXX OF SALE AND ASSIGNMENT OF RECEIVABLES
IN CONSIDERATION OF good and valuable consideration, the receipt of
which is hereby acknowledged, and pursuant to and in furtherance of a certain
Automobile Loan Sale Agreement dated September 30, 1996, (the "Agreement") by
and among First Fidelity Acceptance Corp., a Nevada corporation, Greenwich
Capital Financial Products, Inc. (hereinafter called "Seller"), a Delaware
corporation, and AutoBond Acceptance Corporation (hereinafter called "Buyer"), a
Texas corporation. Seller does hereby grant, bargain, sell, assign, convey and
transfer to, and vest in Buyer, its successors and assigns, without recourse,
representation or warranty, all of Seller's right, title and interest (legal and
or equitable) in and to the following described property and assets, all in
accordance with the terms and provisions of said Agreement:
(1) the Receivables listed on the Schedule of Receivables, and
all moneys received thereon on and after the Cutoff Date;
(2) the security interests in the Financed Vehicles granted by
Obligors pursuant to such Receivables and any other interest of Seller
in such Financed Vehicles;
(3) any proceeds with respect to such Receivables from claims on
the ALP Insurance Policies, the VSI Policy and any other physical
damage, credit life or disability insurance policies covering Financed
Vehicles or Obligors;
(4) any proceeds with respect to such Receivables from recourse
to Dealers thereon;
(5) any Financed Vehicle that shall have secured any such
Receivable and shall have been acquired by or on behalf of Seller or
Buyer; and
(6) the proceeds of any and all of the foregoing.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Agreement.
E-1
IN WITNESS WHEREOF, Seller has caused this instrument to be duly
executed this 30th day of September, 1996, and the seal of the corporation to be
affixed hereto.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., Seller
Attest: By_______________________________________
Name:____________________________________
__________________________________ Title:___________________________________
Its:____________________ Secretary
E-2
EXHIBIT "E" - CONTINUED
XXXX OF SALE AND ASSIGNMENT OF RECEIVABLES
STATE OF )
)
COUNTY OF )
On, ___________ __, 1996, before me, a Notary Public in and for said
County and State, personally appeared ______________ and ________________, known
to me to be the __________ and __________, respectively, of __________, and
known to me to be the persons who executed the within instrument on behalf of
the said corporation pursuant to its by-laws or a resolution of its Board of
Directors.
WITNESS my hand and official seal.
_________________________________________
Notary Public
My Commission expires: ________________
E-3
EXHIBIT "F-1"
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, pursuant to Section 10(c) of a certain
Automobile Loan Sale Agreement dated September 30, 1996, (the "Agreement") by
and among First Fidelity Acceptance Corp., a Nevada corporation, Greenwich
Capital Financial Products, Inc., a Delaware corporation herein termed the
"Principal", and AutoBond Acceptance Corporation, a Texas corporation herein
termed the "Attorney", the undersigned Principal does hereby constitute and
appoint the Attorney, its successors and assigns, as the true and lawful
attorney-in-fact of the Principal and with full power by an instrument in
writing to appoint a substitute or substitutes, to demand, reduce to possession,
collect, receive, receipt for, endorse, compromise, settle or assign without
recourse any and all indebtedness, notes, commercial paper, promises to pay,
retail installment sales contracts, chattel paper, instruments, choses in action
and other obligations described in Exhibit "A" to the Xxxx of Sale and
Assignment of Receivables dated September 30, 1996 from the Principal to the
Attorney, herein termed the "Receivables", together with all monies due or to
become due under said Receivables after the Cutoff Date, proceeds from any
recourse to dealers and proceeds from claims on any insurance policies relating
to such Receivables and any and all claims, choses in action, and rights and
causes of action relating thereto, including without limitation any and all
personal property, security instruments and insurance policies held as security
for said Receivables, and all other property of every kind identified in said
Exhibit "A"; to cancel or release the Receivables and release any security, in
whole or in part and in connection therewith to execute, acknowledge or handle
proper discharges, releases, satisfactions or other instruments in writing which
may become necessary in order to carry the foregoing powers into effect, the
Principal hereby ratifying and confirming all acts and things lawfully and
reasonably done by the Attorney or its substitute or substitutes in pursuance of
the authority herein granted.
This Limited Power of Attorney shall terminate six months after the
final scheduled maturity date of the Receivables.
IN WITNESS WHEREOF, the Principal has executed this instrument this 30th
day of September, 1996.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., Seller
Attest: By_______________________________________
Name:____________________________________
__________________________________ Title:___________________________________
Its:____________________ Secretary
F-1-1
EXHIBIT "F-1" - CONTINUED
LIMITED POWER OF ATTORNEY
STATE OF )
)
COUNTY OF )
On, ___________ __, 1996, before me, a Notary Public in and for said
County and State, personally appeared ______________ and ________________, known
to me to be the __________ and __________, respectively, of __________, and
known to me to be the persons who executed the within instrument on behalf of
the said corporation pursuant to its by-laws or a resolution of its Board of
Directors.
WITNESS my hand and official seal.
_________________________________________
Notary Public
My Commission expires: ________________
F-1-2
EXHIBIT "F-2"
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, pursuant to Section 10(c) of a certain
Automobile Loan Sale Agreement dated September 30, 1996, among FIRST FIDELITY
ACCEPTANCE CORP., a Nevada corporation, herein termed (the "Principal'),
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation herein termed
the "Seller", and AUTOBOND ACCEPTANCE CORPORATION, a Texas corporation herein
termed the "Attorney", the undersigned Principal does hereby constitute and
appoint the Attorney, its successors and assigns, as the true and lawful
attorney-in-fact of the Principal and with full power by an instrument in
writing to appoint, upon notice to the Principal, a substitute or substitutes,
to demand, reduce to possession, collect, receive, receipt for, endorse,
compromise, settle or assign without recourse any and all indebtedness, notes,
commercial paper, promises to pay, retail installment sale contracts, chattel
paper, instruments, choses in action and other obligations described in Exhibit
"A" to that certain Xxxx of Sale and Assignment of Receivables dated September
30, 1996, from Seller to the Attorney, herein termed the "Receivables", together
with all monies due or to become due under said Receivables, and any and all
claims, choses in action, and rights and causes of action relating thereto,
including without limitation any and all personal property, security instruments
and insurance policies held as security for said Receivables, and all other
property of every kind identified in said Exhibit "A"; to cancel or release the
Receivables and release any security, in whole or in part and in connection
therewith to execute, acknowledge or handle proper discharges, releases,
satisfactions, certificates of title, other lien certificates or other
instruments in writing which may become necessary in order to carry the
foregoing powers into effect, the Principal hereby ratifying and confirming all
acts and things lawfully and reasonably done by the Attorney or its substitute
or substitutes in pursuance of the authority herein granted.
IN WITNESS WHEREOF, the Principal has executed this instrument 30th day
of September, 1996.
Attest: FIRST FIDELITY ACCEPTANCE CORP.
________________________ By: _____________________________________
Its: ___________Secretary Its: ______________________President
F-2-1
EXHIBIT "F-2" - CONTINUED
LIMITED POWER OF ATTORNEY
STATE OF )
)
COUNTY OF )
On, ___________ __, 1996, before me, a Notary Public in and for said
County and State, personally appeared ______________ and ________________, known
to me to be the __________ and __________, respectively, of __________, and
known to me to be the persons who executed the within instrument on behalf of
the said corporation pursuant to its by-laws or a resolution of its Board of
Directors.
WITNESS my hand and official seal.
_________________________________________
Notary Public
My Commission expires: ________________
F-2-2
EXHIBIT "G"
SCHEDULE OF CERTAIN ADDITIONAL RECEIVABLES
G-1
EXHIBIT "H"
SCHEDULE OF CERTAIN ADDITIONAL RECEIVABLES
H-1
EXHIBIT "I"
FORM OF GUARANTEE FEE CERTIFICATE
I-1
