ALL OBLIGATIONS TO BE FULFILLED ON
THE SELLER'S PART UNDER OR IN CONNECTION WITH THE ORIGINATION, ACQUISITION AND
DISPOSITION OF SUCH RECEIVABLE, INCLUDING, WITHOUT LIMITATION, GIVING ANY
NOTICES OR CONSENTS NECESSARY TO EFFECT THE ACQUISITION OF SUCH RECEIVABLES BY
THE DEBTOR, AND HAS DONE NOTHING TO IMPAIR THE RIGHTS OF THE COLLATERAL AGENT OR
THE SECURED PARTIES IN SUCH RECEIVABLE OR PAYMENTS WITH RESPECT THERETO.
THE
SELLER HAS OBTAINED ALL NECESSARY LICENSES, PERMITS AND CHARTERS REQUIRED TO BE
OBTAINED BY THE SELLER, WHICH FAILURE TO OBTAIN WOULD RENDER ANY PORTION OF THE
TRANSACTION DOCUMENT UNENFORCEABLE AND WOULD HAVE A MATERIAL ADVERSE EFFECT ON
THE SECURED PARTIES.
(W)
THE ORIGINATOR OR APPROVED THIRD PARTY ORIGINATOR THAT ORIGINATED
SUCH RECEIVABLE WAS SELECTED BY THE SELLER BASED ON SUCH ORIGINATOR'S OR
APPROVED THIRD PARTY ORIGINATOR'S FINANCIAL AND OPERATING HISTORY.
(X)
AS OF THE CUT-OFF DATE, THE AGGREGATE PRINCIPAL BALANCE OF ALL
RECEIVABLES WAS $65,913,504.67.
(Y)
THE CONTRACT SECURING SUCH RECEIVABLE AROSE FROM A BONA FIDE SALE
IN THE ORDINARY COURSE OF THE ORIGINATOR'S OR APPROVED THIRD PARTY ORIGINATOR'S
BUSINESS, AS APPLICABLE.
(Z)
SUCH RECEIVABLE REPRESENTS THE SALE OF GOODS DESCRIBED IN THE
CONTRACT EVIDENCING THE RECEIVABLE.
(AA)
SUCH RECEIVABLE IS EXCLUSIVE AND CONTAINS ALL THE TERMS AND
CONDITIONS OF THE RELATED CONTRACT.
(BB)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, ALL SIGNATURES, NAMES,
ADDRESSES, TELEPHONE NUMBERS, FIGURES AND OTHER STATEMENTS OF FACT SET FORTH IN
THE CONTRACT EVIDENCING THE RECEIVABLE ARE GENUINE, TRUE AND CORRECT.
(CC)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, NO PART OF THE DOWN PAYMENT,
OR ANY INSTALLMENT, HAS BEEN LOANED BY THE ORIGINATOR OR APPROVED THIRD PARTY
ORIGINATOR, AS APPLICABLE, TO THE RELATED OBLIGOR.
(DD)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, ALL CREDIT INFORMATION
PROVIDED TO THE SELLER IS TRUE AND CORRECT AND REPORTED AS RECEIVED FROM THE
OBLIGOR.
32
(EE)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, THE OBLIGOR IS IN FACT THE
PRIMARY OR SOLE OPERATOR OF THE RELATED FINANCED VEHICLE.
(FF)
EACH RECEIVABLE CONSTITUTES AN ELIGIBLE RECEIVABLE.
(GG)
THE SALE OF THE EXTENDED SERVICE AGREEMENT TO THE RELATED OBLIGOR
COMPLIED AT THE TIME OF SUCH SALE WITH ALL APPLICABLE STATE AND FEDERAL LAWS
(AND REGULATIONS THEREUNDER), INCLUDING WITHOUT LIMITATION, INSURANCE, USURY,
DISCLOSURE AND CONSUMER PROTECTION LAWS, EQUAL CREDIT OPPORTUNITY, FAIR CREDIT
REPORTING, TRUTH-IN-LENDING OR OTHER SIMILAR LAWS, THE FEDERAL TRADE COMMISSION
ACT, AND APPLICABLE STATE LAWS REGULATING EXTENDED SERVICE AGREEMENTS AND
INSURANCE, AND THE OWNERSHIP OF SUCH EXTENDED SERVICE AGREEMENT WILL NOT VIOLATE
ANY SUCH LAWS.
(HH)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, EACH EXTENDED SERVICE
AGREEMENT AND EACH CREDIT LIFE POLICY AND ACCIDENT AND HEALTH POLICY RELATING TO
A FINANCED VEHICLE OR AN OBLIGOR IS THE LEGAL, VALID AND BINDING OBLIGATION OF
EACH PARTY THERETO, AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(II)
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, THE SELLER AND ANY PARTY
OBLIGATED TO PERFORM SERVICES UNDER AN EXTENDED SERVICE AGREEMENT RELATING TO A
FINANCED VEHICLE, ANY CREDIT LIFE INSURANCE POLICY OR ANY ACCIDENT AND HEALTH
POLICY