THE ADDITIONAL CONTRACTS SHALL BE TRUE
AND CORRECT AS OF THE ADDITIONAL CONTRACT PURCHASE DATE;
(II)
THE DEPOSITOR SHALL HAVE EXECUTED AND DELIVERED TO THE TRUST AND
THE TRUST SHALL HAVE EXECUTED AND DELIVERED TO THE INDENTURE TRUSTEE, WRITTEN
ASSIGNMENTS IN THE FORM OF EXHIBIT F HERETO CONVEYING SUCH ADDITIONAL CONTRACTS
AND ADDITIONAL CONVEYED PROPERTY TO THE TRUST AND THE INDENTURE TRUSTEE,
RESPECTIVELY;
(III)
THE TRUST SHALL HAVE DEPOSITED, OR CAUSE TO BE DEPOSITED, IN THE
RESERVE ACCOUNT, AN AMOUNT EQUAL TO 1.0% OF THE AGGREGATE OUTSTANDING PRINCIPAL
BALANCE OF ADDITIONAL CONTRACTS TO BE CONVEYED ON SUCH ADDITIONAL CONTRACT
PURCHASE DATE (THE "ADDITIONAL RESERVE ACCOUNT DEPOSIT");
(IV)
THE TRUST SHALL HAVE RECEIVED RELEASE LETTERS AND RELATED UCC-3
TERMINATION STATEMENTS AND/OR AMENDMENT STATEMENTS (FOR EACH APPROPRIATE
JURISDICTION), TO RELEASE ALL SECURITY INTERESTS OR SIMILAR RIGHTS OF ANY PERSON
IN THE ADDITIONAL CONVEYED PROPERTY, INCLUDING THE SECURITY INTERESTS IN THE
FINANCED VEHICLES SECURING THE CONTRACTS AND ANY PROCEEDS OF THE FOREGOING;
(V)
THE TRUST SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE
INSURER; AND
(VI)
THE TRUST AND THE INSURER SHALL HAVE EACH RECEIVED SUCH OTHER
DOCUMENTS AS THE TRUST OR THE INSURER MAY HAVE REASONABLY REQUESTED.
(G)
IT IS EXPLICITLY AGREED BY THE DEPOSITOR AND THE TRUST THAT THE
PURCHASE PRICE DELIVERED TO THE DEPOSITOR BY THE TRUST PURSUANT TO CLAUSE (B) OF
THIS SECTION 2.1 SHALL CONSIST OF THE NET PROCEEDS FROM THE SALE OF THE NOTES
(MINUS THE SUM OF THE INITIAL RESERVE ACCOUNT DEPOSIT AND THE ADDITIONAL RESERVE
ACCOUNT DEPOSITS) AND THAT THE REMAINING PORTION OF THE PURCHASE PRICE SHALL BE
DEEMED TO CONSTITUTE A CAPITAL CONTRIBUTION BY THE SELLER TO THE DEPOSITOR (IT
BEING UNDERSTOOD THAT THE SELLER HAS A 100% OWNERSHIP INTEREST IN THE DEPOSITOR
AND THAT THE DEPOSITOR HAS A 100% OWNERSHIP INTEREST IN THE TRUST).
SECTION 2.2.
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO THE
CONTRACTS.
The Depositor makes the following representations and warranties as to the
Contracts on which the Trust shall be deemed to have relied in accepting the
Contracts.
The representations and warranties speak as of the execution and
delivery of this Agreement with respect to the Contracts transferred to the
Trust on the Closing Date and, with respect to any Additional Contracts, as of
the related Additional Contract Purchase Date, except, in each case, to the
extent
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otherwise provided, but shall survive the sale, transfer, assignment and
conveyance of the Contracts to the Trust pursuant to this Agreement and the
pledge of the Contracts to the Indenture Trustee pursuant to the Indenture.
(A)
CHARACTERISTICS OF CONTRACTS.
EACH CONTRACT (I) HAS EITHER
(A) BEEN PURCHASED IN A BONA FIDE SALE BY THE SELLER FROM A DEALER, BANK,
FINANCE COMPANY OR SIMILAR ENTITY IN THE ORDINARY COURSE OF THE SELLER'S
BUSINESS AND WAS ORIGINATED BY SUCH PERSON IN CONNECTION WITH AN ADVANCE MADE
FOR THE SALE OR RE-FINANCING OF A NEW OR USED AUTOMOBILE OR LIGHT-DUTY TRUCK AND
HAS BEEN FULLY AND PROPERLY EXECUTED BY THE PARTIES THERETO