RELATED TO A FINANCED VEHICLE OR AN OBLIGOR HAVE COMPLIED WITH ALL
LICENSING, INSURANCE OR OTHER LAWS APPLICABLE TO THEM IN CONNECTION WITH THE
ORIGINATION, SERVICING, PERFORMANCE OR ADMINISTRATION THEREOF.
(JJ)
THE COLLATERAL AGENT WILL BE ENTITLED TO RECEIVE ALL AMOUNTS DUE
TO AN OBLIGOR OR LIENHOLDER UPON CANCELLATION BY AN OBLIGOR OF AN EXTENDED
SERVICE AGREEMENT OR ANY CREDIT LIFE INSURANCE POLICY AND ACCIDENT AND HEALTH
INSURANCE POLICY RELATING TO A FINANCED VEHICLE OR AN OBLIGOR;
(KK)
ALL RIGHTS (BUT NOT OBLIGATIONS) OF THE SELLER UNDER EACH EXTENDED
SERVICE AGREEMENT AND ANY CREDIT LIFE INSURANCE POLICY AND ACCIDENT AND HEALTH
INSURANCE POLICY RELATING TO A FINANCED VEHICLE OR AN OBLIGOR HAVE BEEN ASSIGNED
BY THE SELLER TO THE DEBTOR, AND SUBSEQUENTLY ASSIGNED BY THE DEBTOR TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES; AND
(LL)
THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTOR
CONTAINED IN EXHIBIT F ARE HEREBY INCORPORATED BY REFERENCE HEREIN.
With respect to any Receivable for which any representation or warranty made by
the Debtor set forth in Section 3.1 above shall be or shall have been untrue as
of the last day of the prior Collection Period (each, an "Ineligible
Receivable") the Debtor shall be obligated to pay to the Collateral Agent, for
application in accordance with Section 5.1 as if such amounts constituted
Available Collections for such Remittance Date, the principal balance plus
accrued interest at the applicable APR on each such Ineligible Receivable.
Such
payment shall be made on the Business Day preceding the next Remittance Date.
After the payment of such amount in respect of any Receivable, the lien of the
Collateral Agent in any such Receivable shall be released.
33
SECTION 3.2
COVENANTS OF THE DEBTOR.
The Debtor hereby covenants to the Collateral Agent and the Secured Parties, so
long as any amounts shall be outstanding under the Note, the Note Purchase
Agreement or the Insurance Agreement or the Surety Bond is in effect, that:
(A)
CORPORATE EXISTENCE.
THE DEBTOR WILL PRESERVE AND MAINTAIN ITS
EXISTENCE AS A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION AND WILL REMAIN DULY QUALIFIED AS A FOREIGN
CORPORATION UNDER THE LAWS OF EACH OTHER JURISDICTION IN WHICH THE FAILURE TO SO
QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE DEBTOR TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE, THE NOTE PURCHASE
AGREEMENT, THE INSURANCE AGREEMENT OR THE PURCHASE AGREEMENT.
(B)
LOSSES, ETC.
IN ANY SUIT, PROCEEDING OR ACTION BROUGHT BY THE
COLLATERAL AGENT OR ANY SECURED PARTY FOR ANY SUM OWING THERETO, THE DEBTOR WILL
SAVE, INDEMNIFY AND KEEP THE COLLATERAL AGENT AND THE SECURED PARTIES HARMLESS
FROM AND AGAINST ALL EXPENSE, LOSS OR DAMAGE SUFFERED BY REASON OF ANY DEFENSE,
SETOFF, COUNTERCLAIM, RECOUPMENT OR REDUCTION OF LIABILITY WHATSOEVER OF THE
OBLIGOR UNDER SUCH RECEIVABLE, ARISING OUT OF A BREACH BY THE DEBTOR OF ANY
OBLIGATION UNDER THE RELATED RECEIVABLE OR ARISING OUT OF ANY OTHER AGREEMENT,
INDEBTEDNESS OR