AN ASSUMPTION BY THE DEPOSITOR OF
ANY OBLIGATION OF THE SELLER TO THE OBLIGORS OR ANY OTHER PERSON IN CONNECTION
WITH THE CONTRACTS AND THE OTHER CONTRIBUTED PROPERTY OR ANY AGREEMENT, DOCUMENT
OR INSTRUMENT RELATED THERETO.
(E)
UPON EACH OF THE TRANSFERS OF THE CONTRIBUTED PROPERTY PURSUANT TO
THIS SECTION 2.1, THE SELLER SHALL CLEARLY MARK ITS FILES, DOCUMENTS, BOOKS AND
ANY OTHER RECORDS (INCLUDING COMPUTER RECORDS) IN THE SELLER'S CONTROL
PERTAINING TO THE CONTRIBUTED PROPERTY, IN ORDER TO INDICATE THAT THE
CONTRIBUTED PROPERTY HAS BEEN CONVEYED, TRANSFERRED AND ABSOLUTELY CONTRIBUTED
TO THE DEPOSITOR.
(F)
THE DEPOSITOR'S OBLIGATION TO PURCHASE THE ADDITIONAL CONTRIBUTED
PROPERTY PURSUANT TO SECTION 2.1(B) IS SUBJECT TO SATISFACTION ON OR BEFORE THE
RELATED ADDITIONAL CONTRACT PURCHASE DATE OF THE FOLLOWING CONDITIONS PRECEDENT:
(I)
EACH OF THE REPRESENTATIONS AND WARRANTIES OF THE SELLER MADE
PURSUANT TO SECTION 2.2 WITH RESPECT TO THE CONTRIBUTED CONTRACTS SHALL BE TRUE
AND CORRECT AS OF THE ADDITIONAL CONTRACT PURCHASE DATE;
(II)
THE SELLER SHALL HAVE EXECUTED AND DELIVERED TO THE DEPOSITOR
WRITTEN ASSIGNMENTS IN THE FORM OF EXHIBIT A HERETO CONVEYING SUCH ADDITIONAL
CONTRACTS AND ADDITIONAL CONTRIBUTED PROPERTY TO THE DEPOSITOR;
(III)
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 CONTRIBUTED
PROPERTY, INCLUDING THE SECURITY INTERESTS IN THE FINANCED VEHICLES SECURING THE
CONTRACTS AND ANY PROCEEDS OF THE FOREGOING;
(IV)
THE DEPOSITOR SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE
INSURER; AND
(V)
THE DEPOSITOR AND THE INSURER SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS AS THE DEPOSITOR OR THE INSURER MAY REASONABLY REQUEST.
(G)
IT IS EXPLICITLY AGREED BY THE SELLER AND THE DEPOSITOR THAT THE
PURCHASE PRICE DELIVERED TO THE SELLER BY THE DEPOSITOR PURSUANT TO THIS
CONTRIBUTION AGREEMENT SHALL CONSIST OF THE PROCEEDS FROM THE SALE OF THE
CONVEYED PROPERTY BY DEPOSITOR TO THE TRUST AND THAT THE REMAINING PORTION OF
THE PURCHASE PRICE SHALL BE DEEMED TO CONSTITUTE A CAPITAL CONTRIBUTION BY THE
SELLER TO THE DEPOSITOR.
4
SECTION 2.2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO THE
CONTRACTS.
The Seller makes the following representations and warranties as to the
Contracts on which the Depositor shall be deemed to have relied in accepting the
Contracts.
The representations and warranties speak as of the execution and
delivery of this Agreement and, with respect to any Additional Contracts, as of
the related Additional Contract Purchase Date, except to the extent otherwise
provided, but shall survive the conveyance, transfer and absolute contribution
of the Contracts to the Depositor pursuant to this Agreement,
the sale of the
Contracts by the Depositor to the Trust, 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