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RECEIVABLES AND SERVICING
RIGHTS
PURCHASE AND SALE AGREEMENT
THIS RECEIVABLES AND SERVICING
RIGHTS PURCHASE AND SALE AGREEMENT dated as of December
29, 2006, (the "Agreement") executed by SOLAR POWER,
INC., a Nevada corporation, formerly known as Welund Fund,
Inc., as seller (" Seller ") and VILLAGE AUTO,
LLC , a California limited liability company, as purchaser
(" Purchaser ").
W I T N E S S E T H:
WHEREAS , Purchaser has agreed to purchase from
the Seller, and the Seller, pursuant to this Agreement, is
transferring to Purchaser the Receivables, the Servicing Rights and
Other Conveyed Property.
WHEREAS, Purchaser and its affiliate Accredited
Adjusters, LLC are currently servicing and administering the
collection of the monthly payments on the Receivables on behalf of
Seller.
NOW, THEREFORE , in consideration of the
premises and the mutual agreements hereinafter contained, and for
other good and valuable consideration, the receipt of which is
acknowledged, Purchaser and the Seller, intending to be legally
bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 General . The specific terms
defined in this Article include the plural as well as the singular.
The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision, and Article,
Section, Schedule and Exhibit references, unless otherwise
specified, refer to Articles and Sections of and Schedules and
Exhibits to this Agreement.
SECTION 1.2 Specific Terms . Whenever used in
this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
"Agreement" shall mean this Receivables and Servicing Rights
Purchase and Sale Agreement and all amendments hereof and
supplements hereto.
"Amount Financed" means, with respect to a Receivable, the
aggregate amount advanced under such Receivable toward the purchase
price of the Financed Vehicle and any related costs, including
amounts advanced in respect of accessories, insurance premiums,
service and warranty contracts, other items customarily financed as
part of retail automobile installment sale contracts or promissory
notes, and related costs.
"Cutoff Date" means September 30, 2006.
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"Electronic Ledger" means the electronic master record of the
retail installment sales contracts or installment loans of the
Seller.
"Financed Vehicle" means an automobile or light-duty-truck, van
or minivan, together with all accessories thereto, securing an
Obligor’s indebtedness under the respective Receivable.
"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.
"Obligor" on a Receivable means the purchaser or co-purchasers
of the Financed Vehicle and any other Person who owes payments
under the Receivable.
"Other Conveyed Property" means all property conveyed by the
Seller to the Purchaser pursuant to this Agreement other than the
Receivables.
"Person" means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government
or any agency or political subdivision thereof.
"Payoff Balance" means the amount required to satisfy a
Receivable in full, which amount includes the unpaid principal
balance, accrued and unpaid interest due on the account, advances
on the account and any other costs as applicable.
"Purchased Receivable" means a Receivable repurchased by the
Seller.
"Receivables" means the motor vehicle receivables listed on the
Schedule of Receivables attached hereto.
"Schedule of Receivables" means the schedule of Receivables sold
and transferred pursuant to this Agreement which is attached hereto
as Schedule A.
"Servicing Rights" means all of Seller’s right, title and
interest in and to the servicing of the Receivables and the
securities backed thereby, including, without limitation, the right
to receive servicing fees, and the associated right, title and
interest of the Seller in the Receivables, advances on the
Receivables, collection account balances, escrow account balances,
contract rights, incidental income and benefits, and exclusive
rights to possession and use of custodial and servicing files and
records directly or indirectly related thereto, including, without
limitation, Obligor lists and insurance policies.
SECTION 1.3 Usage of Terms . With respect to
all terms used in this Agreement, the singular includes the plural
and the plural the singular; words importing any gender include the
other gender; references to "writing" include printing, typing,
lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein
entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the terms "include" or
"including" mean "include without limitation" or "including without
limitation."
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SECTION 1.4 No Recourse . Without limiting the
obligations of Seller hereunder, no recourse may be taken, directly
or indirectly, under this Agreement or any certificate or other
writing delivered in connection herewith or therewith, against any
stockholder, officer or director, as such, of Seller, or of any
predecessor or successor of Seller.
ARTICLE II
CONVEYANCE OF THE RECEIVABLES
AND THE OTHER CONVEYED PROPERTY
SECTION 2.1 Conveyance of the Receivables and the Other
Conveyed Property.
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a.
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Subject to the terms and conditions of this Agreement, Seller
hereby sells, transfers, assigns, and otherwise conveys to
Purchaser without recourse and Purchaser hereby purchases, all
right, title and interest of Seller in and to the Receivables, the
Servicing Rights and the Other Conveyed Property. It is the
intention of Seller and Purchaser that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the
Receivables, the Servicing Rights and the Other Conveyed Property
from Seller to Purchaser, conveying good title thereto free and
clear of any Liens, and the beneficial interest in and title to the
Receivables, the Servicing Rights and the Other Conveyed Property
shall not be part of Seller’s estate in the event of the
filing of a bankruptcy petition by or against Seller under any
bankruptcy or similar law.
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b.
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Simultaneously with the conveyance of the Receivables, the
Servicing Rights and the Other Conveyed Property to Purchaser,
Purchaser has paid or caused to be paid to or upon the order of
Seller $12,694.00 by wire transfer of immediately available
funds.
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SECTION 2.2 Termination of Servicing Agreement.
The Purchase and Servicing Agreement entered into as of March 30,
2005 between Purchaser and Seller relating to the servicing and
administration of the collection of the Receivables is hereby
terminated. Furthermore, as of December 29, 2006, (a) the Seller
has paid all amounts due to Purchaser and its affiliates, including
Accredited Adjusters, LLC in full and Seller has no obligation to
make any payments to the Purchaser, and (b) Purchaser and its
affiliates have paid Seller all of Seller’s receivables
collected by Purchaser and its affiliates.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Seller
Relating to Seller . Seller makes the fo
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