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RECEIVABLES PURCHASE AGREEMENT

Receivables Purchase Transfer Agreement

RECEIVABLES PURCHASE AGREEMENT | Document Parties: World Omni Auto Receivables LLC | WORLD OMNI FINANCIAL CORP You are currently viewing:
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World Omni Auto Receivables LLC | WORLD OMNI FINANCIAL CORP

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Title: RECEIVABLES PURCHASE AGREEMENT
Governing Law: New York     Date: 9/26/2006

RECEIVABLES PURCHASE AGREEMENT, Parties: world omni auto receivables llc , world omni financial corp
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Exhibit 99.1

EXECUTION COPY


RECEIVABLES PURCHASE AGREEMENT

by and between

WORLD OMNI FINANCIAL CORP.

and

WORLD OMNI AUTO RECEIVABLES LLC

Dated as of September 20, 2006

 



TABLE OF CONTENTS

 

 

 

 

 

 

 

  

 

  

Page No.

ARTICLE I Certain Definitions

  

1

 

 

 

SECTION 1.01

  

Definitions

  

1

 

 

ARTICLE II Conveyance of Receivables

  

2

 

 

 

SECTION 2.01

  

Conveyance of Receivables

  

2

SECTION 2.02

  

Purchase Price

  

2

SECTION 2.03

  

Intention of Parties

  

3

SECTION 2.04

  

The Closing

  

3

SECTION 2.05

  

Covenant Regarding Subsequent Receivables.

  

3

 

 

ARTICLE III Representations and Warranties

  

4

 

 

 

SECTION 3.01

  

Representations and Warranties of WOAR

  

4

SECTION 3.02

  

Representations and Warranties of World Omni

  

5

 

 

ARTICLE IV Conditions

  

6

 

 

 

SECTION 4.01

  

Conditions to Obligation of WOAR

  

6

SECTION 4.02

  

Conditions to Obligation of World Omni

  

7

 

 

ARTICLE V Covenants of World Omni

  

7

 

 

 

SECTION 5.01

  

Protection of Right, Title and Interest

  

7

SECTION 5.02

  

Other Liens or Interests

  

8

SECTION 5.03

  

Indemnification

  

8

 

 

ARTICLE VI Miscellaneous Provisions

  

8

 

 

 

SECTION 6.01

  

Obligations of World Omni

  

8

SECTION 6.02

  

Repurchase Events

  

8

SECTION 6.03

  

WOAR Assignment of Repurchased Receivables

  

9

SECTION 6.04

  

The Trust

  

9

SECTION 6.05

  

Amendment

  

9

SECTION 6.06

  

Accountants’ Letters

  

10

SECTION 6.07

  

Waivers

  

10

SECTION 6.08

  

Notices

  

10

SECTION 6.09

  

Costs and Expenses

  

10

SECTION 6.10

  

Representations of World Omni and WOAR

  

10

SECTION 6.11

  

Confidential Information

  

10

SECTION 6.12

  

Headings and Cross-references

  

10

SECTION 6.13

  

GOVERNING LAW

  

11

SECTION 6.14

  

Counterparts

  

11

 

i


 

 

 

EXHIBIT A

  

Initial RPA Assignment

EXHIBIT B

  

Subsequent Transfer RPA Assignment

SCHEDULE I

  

Schedule of Receivables

 

ii


RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT dated as of September 20, 2006, is between World Omni Financial Corp., a Florida corporation (“ World Omni ”), and World Omni Auto Receivables LLC, a Delaware limited liability company (“ WOAR ”).

WHEREAS, in the regular course of its business, World Omni has originated and purchased from motor vehicle dealers certain motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks;

WHEREAS, WOAR wishes to purchase on the date hereof and from time to time during the Funding Period, if any, the Receivables (as hereinafter defined) and to transfer the Receivables to World Omni Auto Receivables Trust 2006-B (the “ Trust ”), which will issue and transfer to WOAR the $202,000,000 Class A-1, 5.37388% Asset-Backed Notes, Series 2006-B (the “ Class A-1 Notes ”), the $225,000,000 Class A-2, 5.30% Asset-Backed Notes, Series 2006-B (the “ Class A-2 Notes ”), the $245,000,000 Class A-3, 5.15% Asset-Backed Notes, Series 2006-B (the “ Class A-3 Notes ”), the $228,000,000 Class A-4, 5.12% Asset-Backed Notes, Series 2006-B (the “ Class A-4 Notes ”) and the $30,232,000 Class B, 5.26% Asset-Backed Notes, Series 2006-B (the “ Class B Notes ” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “ Notes ”), with the interest and principal payments on the Notes to be secured by the Receivables, and issue and transfer to WOAR the 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, World Omni has agreed to make certain representations and warranties relating to the Receivables and to pay certain expenses and amounts with respect hereto; and

WHEREAS, World Omni and WOAR wish to set forth the terms pursuant to which World Omni will sell the Receivables to WOAR.

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

SECTION 1.01 Definitions . Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned them in Part I of Appendix A to the Sale and Servicing Agreement of even date herewith by and among the Trust, WOAR and World Omni, as Servicer, as it may be amended, supplemented or modified from time to time. All references herein to “the Agreement” or “this Agreement” are to this Receivables Purchase Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A , and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of

 

1


this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

Conveyance of Receivables

SECTION 2.01 Conveyance of Receivables. In consideration of WOAR’s delivery to or upon the order of World Omni of the Purchase Price, World Omni does hereby sell, transfer, assign, set over and otherwise convey to WOAR, without recourse (subject to the obligations of World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “ Initial RPA Assignment ”), and (ii) if there is a Funding Period, on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “ Subsequent Transfer RPA Assignment ” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount all right, title and interest of World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of World Omni with respect to):

(a) the Receivables identified in the applicable RPA Assignment (all of which are identified in World Omni’s computer files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon after the applicable Cutoff Date;

(b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Financed Vehicles;

(c) any proceeds with respect to the Receivables identified in the applicable RPA Assignment from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors;

(d) any Financed Vehicle that shall have secured a Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the assignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust;

(e) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and

(f) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (a) through (f) shall not include the Purchase Price.

SECTION 2.02 Purchase Price . (a) In consideration for the purchase of the Initial Receivables and related assets pursuant to Section 2.01 hereof, WOAR shall pay to World Omni on the Closing Date an amount equal to the aggregate Starting Principal Balance for such Initial Receivables (with respect to such Receivables, the “ Purchase Price ”) and World Omni shall

 

2


execute and deliver to WOAR an RPA Assignment with respect to such Initial Receivables and related assets. On the Closing Date, a portion of such Purchase Price payable on such date equal to approximately $895,967,693.25 shall be paid to World Omni in immediately available funds and the balance of the Purchase Price $60,871,259.47 shall be recorded as a capital contribution to WOAR from World Omni.

(b) In consideration for the purchase of Subsequent Receivables and related assets pursuant to Section 2.01 hereof, if any, WOAR shall pay to World Omni the Aggregate Starting Receivables Balance for such Subsequent Receivables (with respect to such Receivables, the “Purchase Price”) and World Omni shall execute and deliver to WOAR an RPA assignment with respect to such Subsequent Receivables and related assets. On each Subsequent Transfer Date, if any, a portion of such Purchase Price payable on such date equal to the amount if any, specified by World Omni shall be paid to World Omni in the form of a capital contribution to WOAR and the remainder shall be paid to World Omni in immediately available funds.

SECTION 2.03 Intention of Parties . It is the intention of World Omni and WOAR that each assignment and transfer contemplated herein and by the related RPA Assignment shall constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of the Receivables identified in the related RPA Assignment and other property specified in Section 2.01 hereof, conveying good title thereto free and clear of any liens and encumbrances, from World Omni to WOAR. However, in the event that any such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that such conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), World Omni hereby grants to WOAR a first priority perfected security interest in all of World Omni’s right, title and interest in, to and under the Receivables identified in the related RPA Assignment and other property specified in Section 2.01 hereof whether now existing or hereafter created to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law.

SECTION 2.04 The Closing . Each sale and purchase of the Receivables shall take place at a closing (the “ Closing ”) at a place, on a date and a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.

SECTION 2.05 Covenant Regarding Subsequent Receivables . If there is a Funding Period, World Omni covenants to deliver and sell to WOAR pursuant to Section 2.01 on or prior to the end of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance equal to the amount of the Pre-Funding Account Initial Deposit provided that it has originated sufficient Subsequent Receivables that satisfy the eligibility criteria specified in Section 2.03 of the Sale and Servicing Agreement.

 

3


ARTICLE III

Representations and Warranties

SECTION 3.01 Representations and Warranties of WOAR . WOAR hereby represents and warrants to World Omni as of each Purchase Date:

(a) Organization and Good Standing . WOAR 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 . WOAR is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material 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, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on WOAR’s earnings, business affairs or business prospects.

(c) Power and Authority . WOAR has the requisite power and authority to execute and deliver this Agreement and to carry out its terms, and the execution, delivery and performance of this Agreement have been duly authorized by WOAR 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 (i) 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 WOAR; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which WOAR is a party or by which it is bound; (iii) 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 (iv), to the best of WOAR’s knowledge, violate any order, rule or regulation applicable to WOAR of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over WOAR or its properties except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on WOAR’s earnings, business affairs or business prospects.

(e) No Proceedings . To the best of WOAR’s knowledge, there are no proceedings or investigations pending or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over WOAR 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, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by WOAR of its obligations under, or the validity or enforceability of, this

 

4


Agreement or (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.

SECTION 3.02 Representations and Warranties of World Omni . (a) World Omni hereby represents and warrants to WOAR as of each Purchase Date:

(i) Organization and Good Standing . World Omni has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Florida, 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 . World Omni is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary material 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, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on World Omni’s earnings, business affairs or business prospects.

(iii) Power and Authority . World Omni has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action.

(iv) No Violation . The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) 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 inc


 
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