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) WAS SELECTED BY SELECTION PROCEDURES
BELIEVED BY THE DEPOSITOR NOT TO BE ADVERSE TO THE TRUST AND THE CLASS A
NOTEHOLDERS AND WITH RESPECT TO WHICH INFORMATION PROVIDED TO THE TRUST AND ITS
ASSIGNS PURSUANT TO THE TRANSACTION DOCUMENTS IS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS, (VII) IS SECURED BY A NEW OR USED AUTOMOBILE OR LIGHT-DUTY
TRUCK, (VIII) RELATES TO AN OBLIGOR WHO HAS MADE A DOWN PAYMENT UNDER SUCH
CONTRACT AS OF THE APPLICABLE CUTOFF DATE, IF REQUIRED, (IX) SATISFIES IN ALL
MATERIAL RESPECTS THE REQUIREMENTS UNDER THE CREDIT POLICY AND (X) 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 CONTRACT
SCHEDULE WAS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSE OF
BUSINESS ON THE APPLICABLE CUTOFF DATE, AND NO SELECTION PROCEDURES BELIEVED TO
BE ADVERSE TO THE TRUST OR THE NOTEHOLDERS WERE UTILIZED IN SELECTING THE
CONTRACTS FROM THOSE RETAIL INSTALLMENT SALE CONTRACTS OR SECURITY AGREEMENTS
AND PROMISSORY NOTES WHICH MET THE CRITERIA CONTAINED HEREIN.
THE INFORMATION
SET FORTH IN THE COMPACT DISK OR OTHER LISTING REGARDING THE CONTRACTS MADE
AVAILABLE TO THE TRUST AND ITS ASSIGNS (WHICH COMPACT DISK OR OTHER LISTING IS
REQUIRED TO BE DELIVERED AS SPECIFIED HEREIN) IS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS.
(C)
COMPLIANCE WITH LAW.
EACH CONTRACT AND THE SALE OF THE RELATED
FINANCED VEHICLE COMPLIED, AT THE TIME SUCH CONTRACT WAS ORIGINATED