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Title: |
Purchase Agreement |
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Entities: |
ACE Securities Corp Rv & Marine Trust 2001-RV1; Chase Manhattan Bank; Wells Fargo Bank, NA |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 40KB total |
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Price: |
$48 |
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ID: |
#1478162 |
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PURCHASE AGREEMENT
between
GERMAN AMERICAN CAPITAL CORPORATION
as Transferor
and
ACE SECURITIES CORP.
as Purchaser
Dated as of June 1, 2001
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions...................................................1
SECTION 1.2. Other Interpretive Provisions.................................1
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
SECTION 2.1. Purchase and Sale of Receivables..............................2
SECTION 2.2. Receivables Purchase Price....................................3
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties of Purchaser...................3
SECTION 3.2. Representations and Warranties of Transferor..................4
SECTION 3.3. Representations and Warranties as to Each Receivable..........5
SECTION 3.4. Repurchase upon Breach........................................5
ARTICLE IV
COVENANTS OF TRANSFEROR
SECTION 4.1. Protection of Title to Transferor Assets......................6
SECTION 4.2. Liability of Transferor; Indemnities..........................7
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. Obligations of Transferor.....................................9
SECTION 5.2. Transferor's Assignment of Purchased Receivables..............9
SECTION 5.3. Subsequent Transfer to Issuer and Indenture Trustee...........9
SECTION 5.4. Amendment.....................................................9
SECTION 5.5. Waivers......................................................11
SECTION 5.6. Notices......................................................11
SECTION 5.7. Costs and Expenses...........................................11
SECTION 5.8. Representations to Transferor................................11
SECTION 5.9. Governing Law................................................11
SECTION 5.10. Counterparts.................................................11
SECTION 5.11. Third Party Beneficiaries....................................11
<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (as from time to time amended, supplemented or
otherwise modified and in effect, this "AGREEMENT") is made as of this 1st day
of June, 2001 by and between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland
corporation (the "TRANSFEROR"), and ACE SECURITIES CORP., a Delaware corporation
(the "PURCHASER").
WHEREAS, in the regular course of its business, Loans were originated by
one of the Originators either directly or through dealers.
WHEREAS, in the regular course of its business, Transferor purchased
directly or indirectly from the Originators Loans;
WHEREAS, Purchaser desires to purchase from Transferor a portfolio of
Loans; and
WHEREAS, Transferor is willing to sell such Loans to Purchaser.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS. Capitalized terms are used in this Agreement as
defined in APPENDIX X to the Sale and Servicing Agreement among the ACE RV and
Marine Trust 2001-RV1, as issuer, the Purchaser, as seller, Wells Fargo Bank,
N.A. ("Wells Fargo") as servicer, Wells Fargo Bank Northwest, N.A., Wells Fargo
Bank New Mexico, N.A. and The Chase Manhattan Bank, as Indenture Trustee.
SECTION 1.2. OTHER INTERPRETIVE PROVISIONS. For purposes of this Agreement,
unless the context otherwise requires: (a) accounting terms not otherwise
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