AND MOTOR VEHICLE RETAIL INSTALLMENT
CONTRACTS AND CONSUMER LOANS IN PARTICULAR; THE TRANSFER OF DEALER'S INTEREST IN
SUCH CONTRACT TO THE SELLER AND SELLER'S INTEREST THEREIN TO THE BORROWER DID
NOT VIOLATE ANY APPLICABLE STATE OR FEDERAL LAW OR CAUSE SUCH CONTRACT OR
RECEIVABLE TO BE UNENFORCEABLE.
THE RELATED CONTRACT WAS NOT ORIGINATED IN OR
SUBJECT TO THE LAWS OF ANY JURISDICTION UNDER WHICH THE SALE, TRANSFER AND
ASSIGNMENT OF SUCH CONTRACT AND RECEIVABLE AND THE DOCUMENTS IN THE CONTRACT
FILES, THE SELLER'S SECURITY INTEREST IN THE FINANCIAL VEHICLE, OR THE RECEIPT
OF INTEREST BY THE SELLER, IS UNLAWFUL, VOID OR VOIDABLE.
VALID AND BINDING.
THE RECEIVABLE IS THE LEGAL, VALID AND BINDING OBLIGATION OF
THE OBLIGOR THEREUNDER AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY; ALL PARTIES TO THE
RELATED CONTRACT HAD FULL LEGAL CAPACITY TO EXECUTE AND DELIVER THE CONTRACT AND
ALL OTHER DOCUMENTS RELATED THERETO AND TO GRANT THE SECURITY INTEREST PURPORTED
TO BE GRANTED THEREBY; THE TERMS OF THE RECEIVABLE HAVE NOT BEEN WAIVED, AMENDED
OR MODIFIED IN ANY RESPECT, EXCEPT BY INSTRUMENTS THAT ARE PART OF THE CONTRACT
FILES; AND NO SUCH WAIVER, AMENDMENT OR MODIFICATION HAS CAUSED THE RECEIVABLE
OR THE RELATED CONTRACT TO FAIL TO MEET ALL OF THE REPRESENTATIONS, WARRANTIES
AND CONDITIONS SET FORTH WITH RESPECT THERETO.
ENFORCEABILITY.
THE RELATED CONTRACT CONTAINS CUSTOMARY AND ENFORCEABLE
PROVISIONS SUCH AS TO RENDER THE RIGHTS AND REMEDIES OF THE HOLDER OR ASSIGNEE
AS OWNER OF SUCH RECEIVABLE ADEQUATE FOR THE REALIZATION AGAINST THE COLLATERAL
OF THE BENEFITS OF THE SECURITY, SUBJECT, AS TO ENFORCEABILITY, TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY.
NO DEFAULT.
THERE IS (A) NO DEFAULT, BREACH, VIOLATION OR EVENT PERMITTING
ACCELERATION EXISTING UNDER THE RELATED CONTRACT (EXCEPT PAYMENT DELINQUENCIES
PERMITTED BY CLAUSE (E) OF THIS SUBSECTION) AND (B) NO EVENT WHICH, WITH
NOTICE,
THE EXPIRATION OF ANY GRACE OR CURE
14
PERIOD, WOULD CONSTITUTE A DEFAULT, BREACH, VIOLATION OR EVENT PERMITTING
ACCELERATION UNDER THE RELATED CONTRACT, AND (C) NEITHER THE SELLER NOR THE
SERVICER HAS WAIVED ANY SUCH DEFAULT, BREACH, VIOLATION OR EVENT PERMITTING
ACCELERATION EXCEPT PAYMENT DELINQUENCIES PERMITTED BY CLAUSE (E) OF THIS
DEFINITION.
INSURANCE.
THE RELATED CONTRACT REQUIRES THAT THE OBLIGOR THEREUNDER OBTAIN AND
MAINTAIN IN EFFECT INSURANCE ON THE RELATED FINANCED VEHICLE UNTIL THE
INDEBTEDNESS THEREUNDER IS PAID.
ACQUISITION OF CONTRACT.
THE CONTRACT WAS EITHER ORIGINATED BY THE SELLER IN
ITS ORDINARY COURSE OF BUSINESS OR ACQUIRED BY SELLER (OR A PREDECESSOR IN
INTEREST) IN ITS ORDINARY COURSE OF BUSINESS FROM A DEALER WHO WAS AN ELIGIBLE
DEALER ON THE APPLICABLE CUT-OFF DATE PURSUANT TO AN ELIGIBLE DEALER PURCHASE
AGREEMENT OR FROM A THIRD PARTY-LENDER PURSUANT TO AN AGREEMENT CONTAINING
RIGHTS OF RECOURSE AGAINST THE RELATED LENDER SIMILAR TO THOSE IN THE DEALER
PURCHASE AGREEMENTS WITH WHICH IT ORDINARILY DOES BUSINESS.
NO ADVERSE
SELECTION PROCEDURES HAVE BEEN UTILIZED IN SELECTING SUCH RECEIVABLE