OR SUCH
FINANCING STATEMENT HAS OR WOULD HAVE (IF SUCH SECURED PARTY WERE STILL THE
LENDER) AGAINST ALL PARTIES CLAIMING AN INTEREST IN SUCH FINANCED VEHICLE.
WITH
RESPECT TO EACH CONTRACT FOR WHICH THE TITLE DOCUMENT HAS NOT YET BEEN RETURNED
FROM THE REGISTRAR OF TITLES, THE SELLER HAS RECEIVED WRITTEN EVIDENCE FROM THE
RELATED DEALER THAT SUCH TITLE DOCUMENT SHOWING THE INITIAL LENDER, THE DEALER,
THE SELLER OR ONE OF THE PREDECESSORS IN INTEREST AS FIRST LIENHOLDER HAS BEEN
APPLIED FOR.
IN EACH CASE WHERE THE SELLER IS NOT NAMED IN THE
13
CERTIFICATE OF TITLE, THE SELLER HAS A BLANKET OR INDIVIDUAL POWER OF ATTORNEY
FROM THE NAMED LIENHOLDER AUTHORIZING THE SELLER TO DO ALL ACTS NECESSARY TO
PERFECT IN THE SELLER'S NAME ANY LIENS OR SECURITY INTERESTS IN THE FINANCED
VEHICLES.
TITLE TO THE CONTRACTS.
IMMEDIATELY PRIOR TO THE RELATED CLOSING DATE, THE
SELLER HAD GOOD AND INDEFEASIBLE TITLE TO AND WAS THE SOLE OWNER OF, OR HOLDER
OF A SECURITY INTEREST IN, EACH CONTRACT RELATING TO A DEALER TRANSACTION RIGHT
TO BE TRANSFERRED TO THE PURCHASER PURSUANT TO SECTION 2.01 OF THE SALE AND
SERVICING AGREEMENT FREE OF LIENS AND RIGHTS TO PAYMENTS OF ANY PERSON.
UPON
THE TRANSFER OF SUCH DEALER TRANSACTION RIGHT TO THE PURCHASER PURSUANT TO SUCH
SECTION 2.01, THE PURCHASER WILL HAVE A PERFECTED SECURITY INTEREST IN THE
SELLER'S RIGHT, TITLE AND INTEREST IN SUCH CONTRACT FREE OF LIENS (EXCEPT FOR
PERMITTED LIENS ARISING AFTER SUCH CLOSING DATE) AND RIGHTS TO PAYMENT OF ANY
PERSON.
CURRENT IN PAYMENT.
THE CONTRACT IS NOT A DELINQUENT RECEIVABLE OR DEFAULTED
RECEIVABLE AS OF SUCH DATE.
EXCEPT WITH RESPECT TO RECEIVABLES TRANSFERRED ON
THE INITIAL CLOSING DATE, NO CONTRACT IS MORE THAN 30 DAYS PAST DUE AS OF THE
RELATED CLOSING DATE.
APPROVED STATE.
THE RELATED CONTRACT WAS ORIGINATED IN AN APPROVED STATE.
RESCISSION, OFFSET, ETC.
THERE IS NO RIGHT OF RESCISSION, OFFSET, DEFENSE OR
COUNTERCLAIM TO THE OBLIGATION OF THE OBLIGOR TO PAY THE UNPAID PRINCIPAL OR
INTEREST DUE UNDER THE RELATED CONTRACT; THE OPERATION OF THE TERMS OF THE
RELATED CONTRACT OR THE EXERCISE OF ANY RIGHT THEREUNDER WILL NOT RENDER THE
CONTRACT UNENFORCEABLE IN WHOLE OR IN PART OR SUBJECT TO ANY RIGHT OF
RESCISSION, OFFSET, DEFENSE OR COUNTERCLAIM, AND NO SUCH RIGHT OF RESCISSION,
OFFSET, DEFENSE OR COUNTERCLAIM HAS BEEN ASSERTED.
MECHANICS' LIENS.
AS OF THE CUT-OFF DATE, THERE ARE NO LIENS OR CLAIMS FOR
WORK, LABOR, MATERIAL OR STORAGE AFFECTING THE RELATED FINANCED VEHICLE WHICH IS
A LIEN PRIOR TO OR EQUAL WITH THE SECURITY INTEREST GRANTED BY THE CONTRACT.
COMPLIANCE WITH LAWS.
THE RELATED CONTRACT, AND THE SALE OF THE FINANCED
VEHICLE SOLD THEREUNDER, COMPLIED, AT THE TIME IT WAS MADE, IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE STATE AND FEDERAL LAWS (AND REGULATIONS
THEREUNDER), INCLUDING WITHOUT LIMITATION USURY, EQUAL CREDIT OPPORTUNITY, FAIR
CREDIT REPORTING, TRUTH-IN-LENDING OR OTHER SIMILAR LAWS, THE FEDERAL TRADE
COMMISSION ACT, AND APPLICABLE STATE LAWS REGULATING RETAIL INSTALLMENT SALES
CONTRACTS AND CONSUMER LOANS IN GENERAL