HOG » Topics » FORM OF ASSIGNMENT

This excerpt taken from the HOG 8-K filed Aug 17, 2009.

FORM OF ASSIGNMENT

        ASSIGNMENT, dated as of ___________, 20__ between Harley-Davidson Credit Corp. (the “Seller”) and Harley-Davidson Warehouse Funding Corp., a Nevada corporation (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in (or defined by reference in) the Agreement (as defined below).

        In accordance with the Amended and Restated Receivables Sale Agreement (the “Agreement”) dated as of April 30, 2009 made by and between the undersigned and the Purchaser, the Seller does hereby sell, transfer, convey and assign, set over and otherwise convey to the Purchaser, without recourse (except as expressly provided in the Agreement) and without any representation or warranty (except as expressly provided in the Agreement), (i) all the right, title and interest of the Seller in and to the Receivables and the Contracts under which the Receivables arise listed on the Contract Schedule Supplement attached to the Notice of Sale dated as of the date hereof (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to the Cutoff Date), (ii) all rights of the Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iii) all security interests in each such Motorcycle and related goods (including returned or repossessed goods), (iv) all documents contained in the related Contract Files, (v) all rights of the Seller in the Lockbox Account and the Lockbox Agreement to the extent they relate to the Contracts, (vi) all rights (but not the obligations) of the Seller under any agreements between Eaglemark and the Seller to the extent they relate to the Contracts, (vii) all rights of the Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items, in each case, financed under such Contracts, (viii) all guaranties, insurance, supporting obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Contract, (ix) all other security interests or liens and property subject to such Contract from time to time, if any, purporting to secure payment of such Contract, and (x) all accounts, chattel paper, instruments, payment intangibles, promissory notes, goods, documents, investment property and financial assets consisting of, arising from or related to the foregoing (all terms in this clause (x) having the meaning assigned to them in Article 9 of the UCC of the applicable jurisdiction), and (xi) all proceeds and products of the foregoing clauses (i) through (x).

        This Assignment is made pursuant to and in reliance upon the representation and warranties on the part of the undersigned contained in Article IV of the Agreement and no others.

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        IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the date first written above.

HARLEY-DAVIDSON CREDIT CORP.


 
By:___________________________________________
        Printed Name:
        Title:










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This excerpt taken from the HOG 8-K filed May 6, 2009.

FORM OF ASSIGNMENT

        ASSIGNMENT, dated as of ___________, 20__ between Harley-Davidson Credit Corp. (the “Seller”) and Harley-Davidson Warehouse Funding Corp., a Nevada corporation (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in (or defined by reference in) the Agreement (as defined below).

        In accordance with the Amended and Restated Receivables Sale Agreement (the “Agreement”) dated as of April 30, 2009 made by and between the undersigned and the Purchaser, the Seller does hereby sell, transfer, convey and assign, set over and otherwise convey to the Purchaser, without recourse (except as expressly provided in the Agreement) and without any representation or warranty (except as expressly provided in the Agreement), (i) all the right, title and interest of the Seller in and to the Receivables and the Contracts under which the Receivables arise listed on the Contract Schedule Supplement attached to the Notice of Sale dated as of the date hereof (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto after the Cutoff Date, including any liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto on or prior to the Cutoff Date), (ii) all rights of the Seller under any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or any debt cancellation agreement relating to any such Contract, an Obligor or a Motorcycle securing such Contract, (iii) all security interests in each such Motorcycle and related goods (including returned or repossessed goods), (iv) all documents contained in the related Contract Files, (v) all rights of the Seller in the Lockbox Account and the Lockbox Agreement to the extent they relate to the Contracts, (vi) all rights (but not the obligations) of the Seller under any agreements between Eaglemark and the Seller to the extent they relate to the Contracts, (vii) all rights of the Seller to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items, in each case, financed under such Contracts, (viii) all guaranties, insurance, supporting obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Contract, (ix) all other security interests or liens and property subject to such Contract from time to time, if any, purporting to secure payment of such Contract, and (x) all accounts, chattel paper, instruments, payment intangibles, promissory notes, goods, documents, investment property and financial assets consisting of, arising from or related to the foregoing (all terms in this clause (x) having the meaning assigned to them in Article 9 of the UCC of the applicable jurisdiction), and (xi) all proceeds and products of the foregoing clauses (i) through (x).

        This Assignment is made pursuant to and in reliance upon the representation and warranties on the part of the undersigned contained in Article IV of the Agreement and no others.

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        IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the date first written above.

HARLEY-DAVIDSON CREDIT CORP.


 
By:___________________________________________
        Printed Name:
        Title:










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EXCERPTS ON THIS PAGE:

8-K
Aug 17, 2009
8-K
May 6, 2009

"FORM OF ASSIGNMENT" elsewhere:

Acuity Brands (AYI)
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