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 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 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
OR (B) HAS BEEN ORIGINATED BY THE SELLER THROUGH DIRECT MARKETING TO CONSUMERS
WHO WISH TO REFINANCE LOANS OBTAINED BY A DIFFERENT LENDER AND, IN THE CASE OF
EACH OF (A) AND (B) ABOVE, HAS BEEN VALIDLY ASSIGNED BY THE SELLER TO THE
DEPOSITOR PURSUANT TO, AND IN ACCORDANCE WITH THE TERMS OF, THE CONTRIBUTION
AGREEMENT , (II) HAS CREATED A VALID, BINDING AND ENFORCEABLE SECURITY INTEREST
IN FAVOR OF THE SELLER IN THE RELATED FINANCED VEHICLE, WHICH SECURITY INTEREST
HAS BEEN VALIDLY ASSIGNED BY THE SELLER TO THE DEPOSITOR, BY THE DEPOSITOR TO
THE TRUST AND WHICH WILL BE ASSIGNED BY THE TRUST TO THE INDENTURE TRUSTEE
PURSUANT TO THE INDENTURE, (III) CONTAINS CUSTOMARY AND ENFORCEABLE PROVISIONS
SUCH THAT THE RIGHTS AND REMEDIES OF THE HOLDER THEREOF ARE ADEQUATE FOR
REALIZATION AGAINST THE COLLATERAL OF THE BENEFITS OF THE SECURITY, (IV)
PROVIDES FOR LEVEL MONTHLY PAYMENTS THAT FULLY AMORTIZE THE AMOUNT FINANCED BY
MATURITY (EXCEPT THAT THE PERIOD BETWEEN THE DATE OF SUCH CONTRACT AND THE DATE
OF THE FIRST SCHEDULED PAYMENT MAY BE LESS THAN OR GREATER THAN ONE MONTH AND
THE AMOUNT OF THE FIRST AND LAST SCHEDULED PAYMENTS MAY BE LESS THAN OR GREATER
THAN THE LEVEL PAYMENTS, BUT NOT BY A MATERIAL AMOUNT) AND YIELD INTEREST AT THE
RELATED APR, (V) PROVIDES FOR, IN THE EVENT THAT SUCH CONTRACT IS PREPAID, A
PREPAYMENT THAT FULLY PAYS THE PRINCIPAL BALANCE OF SUCH CONTRACT WITH INTEREST
AT THE RELATED APR THROUGH THE DATE OF PAYMENT, (VI) IS SECURED BY A NEW OR USED
19
AUTOMOBILE OR LIGHT-DUTY TRUCK, (VII) RELATES TO AN OBLIGOR WHO HAS MADE A DOWN
PAYMENT UNDER SUCH CONTRACT AS OF THE APPLICABLE CUTOFF DATE,
(VIII) SATISFIES
IN ALL MATERIAL RESPECTS THE REQUIREMENTS UNDER THE CREDIT AND COLLECTION
POLICY, AND (IX) REQUIRES THE OBLIGOR THEREUNDER TO OBTAIN AND MAINTAIN PHYSICAL
DAMAGE INSURANCE COVERING THE RELATED FINANCED VEHICLE IN ACCORDANCE WITH THE
SELLER'S NORMAL REQUIREMENTS.
(B)
CONTRACT SCHEDULE.
THE INFORMATION SET
FORTH IN THE