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PURCHASE AGREEMENT

Contribution Agreement

PURCHASE AGREEMENT | Document Parties: VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION LLC | VW CREDIT, INC. You are currently viewing:
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VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION LLC | VW CREDIT, INC.

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Title: PURCHASE AGREEMENT
Governing Law: New York     Date: 11/17/2005

PURCHASE AGREEMENT, Parties: volkswagen public auto loan securitization llc , vw credit  inc.
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Exhibit 10.1

EXECUTION COPY

 

PURCHASE AGREEMENT

dated as of November 16, 2005

between

VW CREDIT, INC.

and

VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC

 

Purchase Agreement

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

 

ARTICLE I DEFINITIONS AND USAGE

 

 

1

 

 

 

 

 

 

SECTION 1.1 Definitions

 

 

1

 

 

 

 

 

 

SECTION 1.2 Other Interpretive Provisions

 

 

1

 

 

 

 

 

 

ARTICLE II PURCHASE

 

 

2

 

 

 

 

 

 

SECTION 2.1 Agreement to Sell and Contribute on the Closing Date

 

 

2

 

 

 

 

 

 

SECTION 2.2 Consideration and Payment

 

 

2

 

 

 

 

 

 

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS

 

 

2

 

 

 

 

 

 

SECTION 3.1 Representations and Warranties of VCI

 

 

2

 

 

 

 

 

 

SECTION 3.2 Representations and Warranties of VCI as to each Receivable

 

 

3

 

 

 

 

 

 

SECTION 3.3 Repurchase upon Breach

 

 

3

 

 

 

 

 

 

SECTION 3.4 Protection of Title

 

 

4

 

 

 

 

 

 

SECTION 3.5 Other Liens or Interests

 

 

5

 

 

 

 

 

 

SECTION 3.6 Perfection Representations, Warranties and Covenants

 

 

5

 

 

 

 

 

 

ARTICLE IV MISCELLANEOUS

 

 

5

 

 

 

 

 

 

SECTION 4.1 Transfers Intended as Sale; Security Interest

 

 

5

 

 

 

 

 

 

SECTION 4.2 Notices, Etc

 

 

6

 

 

 

 

 

 

SECTION 4.3 Choice of Law

 

 

7

 

 

 

 

 

 

SECTION 4.4 Headings

 

 

7

 

 

 

 

 

 

SECTION 4.5 Counterparts

 

 

7

 

 

 

 

 

 

SECTION 4.6 Amendment

 

 

7

 

 

 

 

 

 

SECTION 4.7 Waivers

 

 

8

 

 

 

 

 

 

SECTION 4.8 Entire Agreement

 

 

8

 

 

 

 

 

 

SECTION 4.9 Severability of Provisions

 

 

8

 

 

 

 

 

 

SECTION 4.10 Binding Effect

 

 

8

 

 

 

 

 

 

SECTION 4.11 Acknowledgment and Agreement

 

 

8

 

 

 

 

 

 

SECTION 4.12 Cumulative Remedies

 

 

9

 

 

 

 

 

 

SECTION 4.13 Nonpetition Covenant

 

 

9

 

 

 

 

 

 

SECTION 4.14 Submission to Jurisdiction

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

i

 

Purchase Agreement

 


 

EXHIBITS

 

 

 

Exhibit A

 

Form of Assignment Pursuant to Purchase Agreement

Schedule I

 

Representations and Warranties With Respect to the Receivables

Schedule II

 

Perfection Representations, Warranties and Covenants

 

 

 

 

 

 

 

 

 

 

 

 

 

ii

 

Purchase Agreement

 


 

     THIS PURCHASE AGREEMENT is made and entered into as of November 16, 2005 (as amended from time to time, this “ Agreement ”) by VW CREDIT, INC., a Delaware corporation (“ VCI ”), and VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, a Delaware limited liability company (the “ Purchaser ”).

WITNESSETH:

     WHEREAS, the Purchaser desires to purchase from VCI a portfolio of motor vehicle receivables, including retail motor vehicle installment sales contracts and/or installment loans that are secured by new and used automobiles and light-duty trucks; and

     WHEREAS, VCI is willing to sell such portfolio of motor vehicle receivables and related property to the Purchaser on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

     SECTION 1.1 Definitions . Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and Servicing Agreement ”) among Volkswagen Auto Loan Enhanced Trust 2005-1, VCI, as servicer, the Purchaser, as seller, and Citibank, N.A., as indenture trustee, which also contains rules as to usage that are applicable herein.

     SECTION 1.2 Other Interpretive Provisions . For purposes of this Agreement, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; (b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits in or to this Agreement and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” means “including without limitation”; (f) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g) references to any Person include that Person’s successors and assigns; and (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

 

 

 

 

 

Purchase Agreement

 


 

ARTICLE II

PURCHASE

     SECTION 2.1 Agreement to Sell and Contribute on the Closing Date . On the terms and subject to the conditions set forth in this Agreement, VCI agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date and the Related Security relating thereto, described in an Assignment in the form of Exhibit A delivered on the Closing Date (the “ Purchased Assets ”) having a Net Pool Balance as of the Cut-Off Date equal to $1,364,964,811.90, which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

     SECTION 2.2 Consideration and Payment . In consideration of the transfer of the Purchased Assets conveyed to the Purchaser on the Closing Date, the Purchaser shall pay in cash to VCI on such date an amount equal to $1,225,962,647.39, and VCI elects to contribute to the Purchaser such Purchased Assets as had an Outstanding Principal Balance equal to $139,002,164.51.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 3.1 Representations and Warranties of VCI . VCI makes the following representations and warranties as of the Closing Date on which the Purchaser will be deemed to have relied in acquiring the Purchased Assets. The representations and warranties will survive the conveyance of the Purchased Assets to the Purchaser, the conveyance of the Purchased Assets to the Issuer pursuant to the Sale and Servicing Agreement and the Grant thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:

     (a)  Existence and Power . VCI is a corporation validly existing and in good standing under the laws of its state of organization and has, in all material respects, all power and authority required to carry on its business as now conducted. VCI has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of VCI to perform its obligations under the Transaction Documents or the enforceability or collectibility of the Receivables or any other part of the Purchased Assets.

     (b)  Authorization and No Contravention . The execution, delivery and performance by VCI of each Transaction Document to which it is a party (i) have been duly authorized by all necessary action on the part of VCI and (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations of which do not affect the legality, validity or enforceability of any of such

 

 

 

 

 

 

 

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Purchase Agreement

 


 

agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or VCI’s ability to perform its obligations under, the Transaction Documents).

     (c)  No Consent Required . No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by VCI of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or any other part of the Purchased Assets or would not materially and adversely affect the ability of VCI to perform its obligations under the Transaction Documents.

     (d)  Binding Effect . Each Transaction Document to which VCI is a party constitutes the legal, valid and binding obligation of VCI enforceable against VCI in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors of corporations from time to time in effect or by general principles of equity.

     (e)  No Proceedings . There are no actions, suits or proceedings pending or, to the knowledge of VCI, threatened against VCI before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that would materially and adversely affect the performance by VCI of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to VCI that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.

     (f)  Lien Filings . VCI is not aware of any material judgment, ERISA or tax lien filings against VCI.

     SECTION 3.2 Representations and Warranties of VCI as to each Receivable . VCI hereby makes the representations and warranties set forth on Schedule I as to the Receivables, sold, transferred, assigned, set over, sold and otherwise conveyed to the Purchaser on which such representations and warranties the Purchaser relies in acquiring the Receivables. Such representations and warranties shall survive the sale of the Receivables to the Issuer under the Sale and Servicing Agreement, and the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, VCI shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.

     SECTION 3.3 Repurchase upon Breach . Upon discovery by or notice to the Purchaser or VCI of a breach of any of the representations and warranties set forth in Section 3.2 at the time such representations and warranties were made which materially and adversely

 

 

 

 

 

 

 

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Purchase Agreement

 


 

affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided , further , that the failure to give such notice shall not affect any obligation of VCI hereunder. If VCI does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if VCI elects, an earlier date) after the date that VCI became aware or was notified of such breach, then VCI shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by VCI shall be at a price equal to the Repurchase Price. In consideration for such repurchase, VCI shall make (or shall cause to be made) a payment to the Purchaser equal to the Repurchase Price by depositing such amount into the Collection Account prior to 11:00 am, New York City time on such Payment Date. Upon payment of such Repurchase Price by VCI, the Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by VCI to evidence such release, transfer or assignment or more effectively vest in VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of VCI to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser.

     SECTION 3.4 Protection of Title .

     (a) VCI shall authorize and file such financing statements and cause to be authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Receivables. VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

     (b) VCI shall not change its name, identity, corporate structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by VCI in accordance with paragraph (a) above “seriously misleading” within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above.

     (c) VCI shall give the Purchaser at least ten days’ prior written notice of any change of location of VCI for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above.

 

 

 

 

 

 

 

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Purchase Agreement

 


 

     (d) VCI shall maintain (or shall cause its Sub-Servicer to maintain) accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payment owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

     (e) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased.

     (f) If at any time VCI shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, VCI 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 (or any subsequent assignee of the Purchaser).

     SECTION 3.5 Other Liens or Interests . Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, VCI shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Purchaser to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and VCI shall defend the right, title and interest of the Purchaser in, to and under such Receivables or other property transferred to the Purchaser against all claims of third parties claiming through or under VCI.

     SECTION 3.6 Perfection Representations, Warranties and Covenants . VCI hereby makes the perfection representations, warranties and covenants attached set forth on Schedule II hereto to the Purchaser and the Purchaser shall be deemed to have relied on such representations, warranties and covenants in acquiring the Purchased Assets

ARTICLE IV

MISCELLANEOUS

     SECTION 4.1 Transfers Intended as Sale; Security Interest .

     (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of VCI’s estate in the event of a bankruptcy or insolvency of VCI. The sales and transfers by VCI of the Receivables and related Purchased Assets hereunder

 

 

 

 

 

 

 

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Purchase Agreement

 


 

are and shall be without recourse to, or representation or warranty (express or implied) by, VCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against VCI are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of the Receivables.

     (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of VCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that:

     (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform


 
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