Receivables Acquisition Agreement

EXHIBIT 10.1


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_______________________,
ORIGINATOR


AND


ADVANTA AUTO FINANCE CORPORATION


_________________________________


RECEIVABLES ACQUISITION AGREEMENT


Dated as of ________ __, 199__


_________________________________


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ALL RIGHTS, TITLE AND INTEREST IN AND TO THIS AGREEMENT ON THE PART OF ADVANTA AUTO FINANCE CORPORATION HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF _________________________, AS TRUSTEE, UNDER [A [POOLING AND SERVICING AGREEMENT] [A TRUST AGREEMENT]] [AN INDENTURE] DATED AS OF _____________, 199__ FOR THE BENEFIT OF THE PERSONS REFERRED TO THEREIN.


TABLE OF CONTENTS


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ARTICLE I CERTAIN DEFINITIONS................................... 1


ARTICLE II TRANSFER OF RECEIVABLES............................... 4


Section 2.01. Transfer of Receivables....................... 4
Section 2.02. The Closing................................... 6
Section 2.03. The Funding Events............................ 6


ARTICLE III REPRESENTATIONS AND WARRANTIES........................ 6


Section 3.01. Representations and Warranties of
the Depositor....................................... 6
Section 3.02. Representations and Warranties of
the Originator...................................... 7


ARTICLE IV CONDITIONS............................................ 18


Section 4.01. Conditions to Obligation of the
Depositor........................................... 18
Section 4.02. Conditions to Obligation of the
Originator.......................................... 19


ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ORIGINATOR..................................................... 20


Section 5.01. Protection of Right, Title and
Interest............................................ 20
Section 5.02. Other Liens or Interests...................... 20
Section 5.03. Principal Executive Office.................... 21
Section 5.04. Trustee as Additional Insured................. 21
Section 5.05. Costs and Expenses............................ 21
Section 5.06. No Waiver..................................... 21
Section 5.07. Location of Servicer Files.................... 21
Section 5.08. Transfer of Receivables....................... 21
Section 5.09. Originator's Records.......................... 21
Section 5.10. Transfer of Additional
Receivables......................................... 21
Section 5.11. No Bankruptcy Petition........................ 22
Section 5.12. Covenants Regarding Operations................ 22


ARTICLE VI INDEMNIFICATION....................................... 23


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ARTICLE VII MISCELLANEOUS PROVISIONS.............................. 23


Section 7.01. Obligations of Originator..................... 23
Section 7.02. Reacquisition Events.......................... 23
Section 7.03. The Depositor................................. 23
Section 7.04. Trust......................................... 23
Section 7.05. Amendment..................................... 24
Section 7.06. Waivers....................................... 24
Section 7.07. Notices....................................... 24
Section 7.08. Costs and Expenses............................ 24
Section 7.09. Representations............................... 24
Section 7.10. Confidential Information...................... 24
Section 7.11. Headings and Cross-References................. 24
Section 7.12. Governing Law................................. 25
Section 7.13. Counterparts.................................. 25


EXHIBIT A ASSIGNMENT
EXHIBIT B SCHEDULE OF RECEIVABLES


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RECEIVABLES ACQUISITION AGREEMENT


This RECEIVABLES ACQUISITION AGREEMENT is made as of this __th day of ____, 199__, by and between ________________, a ___________ [corporation], having its principal executive office at _______________________ (the "Originator") and Advanta Auto Finance Corporation, a Nevada corporation, having its principal place of business at 500 Office Center Drive, Fort Washington, Pennsylvania 19034 (the "Depositor").


WHEREAS, the Originator and the Depositor wish to set forth the terms pursuant to which (i) the Receivables (as hereinafter defined) are to be pledged, transferred, assigned and otherwise conveyed by the Originator to the Depositor, which Receivables will be transferred and assigned by the Depositor, pursuant to the [[Pooling and Servicing Agreement] [Trust Agreement]] (as hereinafter defined), to Advanta Auto Receivables Trust 199__-__ (the "Trust") to be created thereunder, which Trust will issue [certificates as security for the loan from the securityholders to the Originator (the "Class __ [Certificates] [Notes]"); and (ii) additional Receivables will from time to time be pledged, transferred, assigned and otherwise conveyed by the Originator to the Depositor, which Receivables will then be transferred and assigned by the Depositor to the Trust on Funding Dates (as hereinafter defined); and


WHEREAS, all Receivables transferred pursuant to this Agreement shall constitute Eligible Receivables (as hereinafter defined) as of the Closing Date or the Funding Date, as the case may be, on which they are transferred hereunder.


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


Terms not defined in this Agreement shall have the meaning set forth in the [[Pooling and Servicing Agreement] [Trust Agreement]] dated as of _______, 199__ among the Depositor, the Originator, and _________________, as trustee ("[Pooling and Servicing Agreement] [Trust Agreement]"). As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):


"Agreement" shall mean this Receivables Acquisition Agreement and all amendments hereof and supplements hereto.


"Assignment" shall mean the document of assignment attached to this Agreement as Exhibit A.


"Class __ [Certificate] [Note]" shall have the meaning specified in the [Pooling and Servicing Agreement] [Trust Agreement].


"Closing Date" shall mean ________, 199__.


"Closing Date Receivables" shall mean the Receivables acquired by the Depositor from the Originator pursuant to the Agreement on the Closing Date.


"Collections" shall mean all amounts collected by the [Master Servicer] or any Servicer or Subservicer (as defined in the [Pooling and Servicing Agreement] [Trust Agreement]) (from whatever source) on or with respect to the Receivables.


"Custodian Files" shall have the meaning specified in the [Pooling and Servicing Agreement] [Trust Agreement].


"Cutoff Date" shall mean __________, 199__ with respect to the Closing Date and the last Business Day of each calendar week preceding the calendar week of a Funding Date, with respect to each Funding Date.


"Eligible Receivable" means any Receivable as to which all of the representations set forth in Section 3.02(b) hereof are true.


"Funding Date" shall mean each date occurring no more than once per calendar week during the period beginning on the Closing Date and ending on _________, 199__.


"Funding Date Receivables" means, with respect to a Funding Date, the Eligible Receivables to be pledged, transferred, assigned and otherwise conveyed by the Originator to the Depositor on such date and identified on Schedule I attached to an Assignment substantially in the form of Exhibit A hereto delivered on such Funding Date.


"Funding Event" shall mean, with respect to a Funding Date, the occurrence of the events described in the definition of Funding Date.


"[Master Servicer]" shall mean ______________________________, a _________ [corporation], its successors and assigns.


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"Obligor" shall have the meaning specified in the [Pooling and Servicing Agreement] [Trust Agreement].


"Originator" shall mean ________________________, a ___________ [corporation], its successors and assigns.


"Person" shall have the meaning specified in the [Pooling and Servicing Agreement] [Trust Agreement].


"[Pooling and Servicing Agreement] [Trust Agreement]" shall mean the [Pooling and Servicing Agreement] [Trust Agreement] by and among the Originator;


the Depositor; and , as trustee, dated as of _________, 199__.


["Pre-Funding Review" means a review conducted by the Review Firm prior to the Closing Date and each Funding Date with respect to Receivables to be included in the Trust Fund as of such date and prior to the Closing Date with respect to certain historical data included in the Prospectus Supplement dated ____________, 199__ (the "Prospectus Supplement"). The Review Firm will review the Receivable files to determine:


(A) with respect to a randomly selected, statistically valid
sample of such Receivables, whether such Receivables constitute
Eligible Receivables;


(B) with respect to each Receivable, the existence and
delivery to the Trustee of:


(1) the original retail installment sale contract
evidencing such Receivable,


(2) an original certificate or an original or copy of a
guarantee of title or a copy of dealer guarantee of title, and


(3) a copy of an application for, or an instrument
certificate issued by the Risk Default Insurer; and


(C) with respect to the Receivables to be included in the
Trust Fund as of the Closing Date or a Funding Date, as the case may
be, confirmation of certain figures stated on a report substantially
in the form of Exhibit to the [Pooling and Servicing Agreement]
[Trust Agreement].]


"Rating Agency" shall mean ___________________________ or any successors thereto.


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"Receivable" shall mean any retail installment sale contract and installment loan identified on Exhibit B hereto which shall be amended from time to time on Funding Dates.


"Receivables Cash Purchase Price" with respect to each Eligible Receivable pledged, transferred, assigned and otherwise conveyed on the Closing Date, and each Eligible Receivable pledged, transferred, assigned and otherwise conveyed on a Funding Date, shall mean __% of the Principal Amount thereof plus accrued interest from the respective Cutoff Date to the Closing Date or the Funding Date, as the case may be.


"Replacement Receivable" shall mean a Receivable which (i) previously secured a receivable originated by the Originator and (ii) was repossessed due to a default on such prior receivable or a voluntary return of such vehicle by the Obligor.


"Reacquisition Event" shall have the meaning specified in Section 7.02 hereof.


["Review Firm" shall mean ________________, its successors and assigns or another firm of independent certified public accountants selected by the Depositor]


"Risk Default Insurance Policy" or "Risk Default Policy" means auto loan protection insurance naming the Trustee as an insured, which covers the Receivables, and which insurance is currently issued by _______________________________.


"Risk Default Insurer" means _____________________, its successors and assigns.


"Schedule of Receivables" shall mean the list of Receivables annexed hereto as Exhibit B.


"Servicer Files" shall have the meaning specified in the [Pooling and Servicing Agreement] [Trust Agreement].


"Trust" shall mean the Advanta Auto Receivables Trust 199__-__.


"Trustee" shall mean _______________________________, its successors and assigns.


"UCC" shall mean the Uniform Commercial Code, as in effect from time to time in the relevant jurisdictions.


"Underwriter" shall mean _______________, its successors and assigns.


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ARTICLE II


TRANSFER OF RECEIVABLES


Section 2.01. Transfer of Receivables. On the Closing Date and on each Funding Date, subject to the terms and conditions of this Agreement, the Originator agrees to pledge, transfer, assign and otherwise convey to the Depositor, and the Depositor agrees to acquire from the Originator, Eligible Receivables and the other Trust Property relating thereto (as defined in Section 2.01(a) below). The Receivables transferred on the Closing Date are identified in an exhibit substantially in the form of Exhibit B hereto and shall be covered by an Assignment substantially in the form of Exhibit A hereto. The Receivables pledged, transferred, assigned and otherwise conveyed on each Funding Date shall be identified on Schedule I to Exhibit B attached to an Assignment substantially in the form of Exhibit A hereto.


(a) Initial Transfer of Receivables and Trust Property. On the
Closing Date and simultaneously with the transactions pursuant to the


[Pooling and Servicing Agreement] [Trust Agreement], the Originator shall
pledge, transfer, assign and otherwise convey to the Depositor, without
recourse, a 100% interest in (i) all right, title and interest of the
Originator in and to the Closing Date Receivables, and all moneys due
thereon (with respect to Precomputed Receivables), on and after the Cutoff
Date (ii) the security interest of the Originator in the security
interests in the Financed Vehicles granted by the Obligors pursuant to the
Closing Date Receivables and all certificates of title to such Financed
Vehicles; (iii) the interest of the Originator in any proceeds from claims
on any physical damage, credit life, risk default or disability insurance
policies covering the Financed Vehicles or the Obligors from the Cutoff
Date; and (iv) the proceeds of any and all of the foregoing and any
recourse in equity or by contract against the Originator. (All of the
property identified in this subsection (a) and the following subsection
(c) shall constitute the "Trust Property.")


(b) Receivables Cash Purchase Price--Closing Date. In consideration
for the Receivables and Trust Property described in Section 2.01(a), the
Depositor shall, on the Closing Date, pay to the Originator 100% of the
Receivables Cash Purchase Price in cash by federal wire transfer (same
day) funds.


(c) Transfer of Receivables and Trust Property on Funding Dates. On
each Funding Date, the Originator shall pledge, transfer, assign and
otherwise convey to the Depositor, without recourse, a 100% interest in
(i)


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all right, title and interest of the Originator in and to the Funding Date
Receivables identified on an Exhibit substantially in the form of Schedule
I to Exhibit B hereto delivered on such Funding Date, and all moneys
received thereon subsequent to the respective Cutoff Date; (ii) the
security interest of the Originator in the Financed Vehicles granted by
the Obligors pursuant to such Receivables and the certificates of title to
such Financed Vehicles; (iii) the interest of the Originator in any
proceeds from claims on any physical damage, credit life, risk default or
disability insurance policies covering such Financed Vehicles or such
Obligors from the related Cutoff Date; and (iv) the proceeds of any and
all of the foregoing; provided, however, that (A) the minimum amount of
Receivables pledged, transferred, assigned or otherwise conveyed to the
Depositor on any Funding Date, other than the Final Funding Date, shall be
not less than $____________, (B) the Depositor shall comply with the
requirements specified in Section ___ of the [Pooling and Servicing
Agreement] [Trust Agreement] as a condition to any such pledge, transfer,
assignment or other conveyance and (C) the Pre-Funding Account shall
contain available funds in an amount at least equal to the Receivables
Cash Purchase Price for such Funding Date Receivables immediately prior to
the Funding Event.


(d) Receivables Cash Purchase Price--Funding Date. In consideration
for the Funding Date Receivables and other Trust Property relating thereto


described in Section 2.1(c), upon one Business Days' prior notice given by
the Depositor to the Trustee, the Depositor shall cause the Trustee, on
each Funding Date, to pay to the Originator an amount equal to 100% of the
Receivables Cash Purchase Price in cash by federal wire transfer funds.
The Originator acknowledges that the funds to effect the transfer of the
Funding Date Receivables and other Trust Property relating thereto on each
Funding Date shall be disbursed by the Trustee solely from the Pre-Funding
Account pursuant to Section ______ of the [Pooling and Servicing
Agreement] [Trust Agreement].


(e) Assignment by the Depositor In addition, concurrently with the
transfer by the Depositor of the Receivables to the Trust, on the Closing
Date, the Depositor shall assign to the Originator all of the Depositor's
remaining rights to the Trust Fund and all rights of the Depositor under
the [Pooling and Servicing Agreement] [Trust Agreement].


Section 2.02. The Closing. The transfer of the Receivables shall take place at a closing (the "Closing") at the offices of Dewey Ballantine, 1301 Avenue of the Americas, New York, New York 10019 on the Closing Date, simultaneously


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with the closings under: (a) the [Pooling and Servicing Agreement] [Trust Agreement] pursuant to which (i) the Depositor will assign all of its right, title and interest in and to the Receivables and other Trust Property to the Trustee for the benefit of the [Certificateholders] [Noteholders]; and (ii) the Trustee will deposit the foregoing into the Trust in exchange for the Class __ [Certificates] [Notes]; and (b) the purchase of the [Certificates] [Notes] by the Class __ [Certificateholders] [Noteholders].


Section 2.03. The Funding Events. The transfer of the Funding Date Receivables on each Funding Date shall take place at the offices of the Trustee or at such other location as the Depositor and the Originator may reasonably agree.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


Section 3.01. Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Originator and for the benefit of the Trustee, the [Certificateholders] [Noteholders] and the Trust as of the date hereof and as of the Closing Date and as of each Funding Date:


(a) Organization, Etc. The Depositor is a corporation duly organized
under the laws of the State of Nevada pursuant to its Articles of
Incorporation and is validly existing as a corporation and in good
standing under the laws of the State of Nevada, and has full power and
authority to execute and deliver this Agreement and to perform the terms
and provisions hereof and thereof.


(b) Due Authorization. The execution, delivery and performance by
the Depositor of this Agreement have been duly authorized by all necessary
corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict with any
material provision of the Articles of Incorporation or Bylaws of the
Depositor, and do not and will not conflict with or result in a breach
which would constitute a material default under any agreement for borrowed
money binding upon or applicable to it or such of its property which is
material to it, or to the best of the Depositor's knowledge, any law or
governmental regulation or court decree applicable to it or such material
property, and this Agreement is the legal, valid and binding obligation of
the Depositor enforceable in accordance with its terms except as the same
may be limited by insolvency, bankruptcy, reorganization or


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other laws relating to or affecting the enforcement of creditors' rights
or by general equity principles.


(c) No Litigation. No litigation or administrative proceeding of or
before any court, tribunal or governmental body is presently pending, or
to the knowledge of the Depositor threatened, against the Depositor or its
properties or with respect to this Agreement, which, if adversely
determined would, in the opinion of the Depositor, have a material adverse
effect on the transactions contemplated by this Agreement.


(d) Business Purpose. The Depositor will acquire and transfer the
Receivables for a bona fide business purpose.


Section 3.02. Representations and Warranties of the Originator.


(a) The Originator hereby represents and warrants to the Depositor
and its successors and assigns and for the benefit of the Trustee, the
[Certificateholders] [Noteholders] and the Trust as of the date hereof and
as of each Funding Date:


(i) Organization, Etc. The Originator has been duly organized
and is validly existing as a _______________ in good standing under
the laws of the State of __________, with 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 shall have, the power, authority and legal
right to acquire and own the Receivables.


(ii) Due Qualification. The Originator is duly qualified to do
business as a foreign entity in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications.


(iii) Power and Authority. The Originator has the power and
authority to execute and deliver this Agreement and to carry out its


terms; the Originator has full power and authority to pledge,
transfer, assign and otherwise convey the property pledged,
transferred, assigned and otherwise conveyed to the Depositor and
has duly authorized such pledge and assignment to the Depositor by
all necessary corporate action; and the execution,


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delivery, and performance of this Agreement have been duly
authorized by all necessary corporate action and the Agreement is
the legal, valid and binding obligation of the Originator
enforceable in accordance with its terms except as the same may be
limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditor's rights or by
general equity principles. The Originator has delivered this
Agreement and any other agreements and documents necessary to
effectuate the transfer contemplated hereby.


(iv) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms do
not conflict with, result in any breach of any of the terms and
provisions of, nor constitute (with or without notice or lapse of
time) a default under, the articles of incorporation or bylaws of
the Originator, or any indenture, agreement or other instrument to
which the Originator is a party or by which it is bound; nor 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 this Agreement); nor violate any law or, to
the best of the Originator's knowledge, any order, rule or
regulation applicable to the Originator of any court or of any
federal or state regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over the Originator
or its properties.


(v) No Proceedings. There are no proceedings or investigations
pending or, to the Originator's best knowledge, threatened before
any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Originator
or its properties: (A) asserting the invalidity of this Agreement;
(B) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement; or (C) seeking any determination or
ruling that might materially and adversely affect the performance by
the Originator of its obligations under, or the validity or
enforceability of, this Agreement.


(vi) No Consents, Approvals. Neither the execution nor the
delivery by the Originator of this Agreement required the consent or
approval of, the giving of notice to, the registration with, or the
taking of any other actio ...