PART THEREOF IS OWNED BY THE
BORROWER FREE AND CLEAR OF ANY ADVERSE CLAIM OR RESTRICTIONS ON TRANSFERABILITY
AND THE BORROWER HAS THE FULL RIGHT, CORPORATE POWER AND LAWFUL AUTHORITY TO
ASSIGN, TRANSFER AND PLEDGE THE SAME AND INTERESTS THEREIN, AND UPON THE MAKING
OF EACH ADVANCE, THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES,
WILL HAVE ACQUIRED A PERFECTED, FIRST PRIORITY AND VALID SECURITY INTEREST
(EXCEPT, AS TO PRIORITY, FOR ANY PERMITTED LIENS THAT MAY ARISE TO THE EXTENT
GRANTED PRIORITY UNDER APPLICABLE LAW) IN SUCH BORROWER COLLATERAL, FREE AND
CLEAR OF ANY ADVERSE CLAIM OR RESTRICTIONS ON TRANSFERABILITY, TO THE EXTENT (AS
TO PERFECTION AND PRIORITY) THAT A SECURITY INTEREST IN SAID BORROWER COLLATERAL
MAY BE PERFECTED UNDER THE APPLICABLE UCC.
NO EFFECTIVE FINANCING STATEMENT OR
OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE BORROWER
COLLATERAL IS ON FILE IN ANY RECORDING OFFICE, EXCEPT SUCH AS WILL BE RELEASED
ON THE EFFECTIVE DATE OR AS MAY HAVE BEEN FILED IN FAVOR OF THE COLLATERAL AGENT
AS "SECURED PARTY" PURSUANT HERETO OR AS NECESSARY OR ADVISABLE TO EFFECT THE
SALES CONTEMPLATED BY THE SALE AND SERVICING AGREEMENT.
PURCHASE AND SALE.
AFTER GIVING EFFECT TO THE MAKING OF THE ADVANCES AND THE
APPLICATION OF THE PROCEEDS THEREOF ON EACH PURCHASE DATE, THE BORROWER
COLLATERAL WILL HAVE BEEN PURCHASED BY OR CONTRIBUTED TO THE BORROWER ON SUCH
PURCHASE DATE PURSUANT TO THE SALE AND SERVICING AGREEMENT AND ALL AMOUNTS OWING
TO THE SELLER AS CONSIDERATION THEREFOR WILL BE PAID IN FULL (OTHER THAN AMOUNTS
DUE UNDER THE PROMISSORY NOTES).
INFORMATION TRUE AND COMPLETE.
ALL INFORMATION HERETOFORE OR HEREAFTER
FURNISHED BY OR ON BEHALF OF SUCH PERSON IN WRITING TO ANY LENDER, ANY AGENT OR
THE ADMINISTRATIVE AGENT IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY IS AND WILL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS
AND DOES NOT AND WILL NOT OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MISLEADING.
ERISA COMPLIANCE.
IT HAS NO BENEFIT PLANS SUBJECT TO ERISA.
FINANCIAL OR OTHER CONDITION.
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN ITS
FINANCIAL CONDITION, BUSINESS, OR RESULTS OF OPERATIONS SINCE THE DATE OF
ORGANIZATION.
INVESTMENT COMPANY STATUS.
IT IS NOT AN "INVESTMENT COMPANY" OR AN "AFFILIATED
PERSON" OF, OR "PROMOTER" OR "PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT
COMPANY," AS SUCH TERMS ARE DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED.
ELIGIBLE RECEIVABLES.
ALL TRANSFERRED RECEIVABLES INCLUDED BY THE BORROWER IN
THE BORROWING BASE AS OF THE MOST RECENTLY DELIVERED DISTRIBUTION DATE STATEMENT
OR BORROWING BASE CONFIRMATION ARE ELIGIBLE RECEIVABLES.
USE OF PROCEEDS.
NEITHER THE BORROWER, THE SELLER NOR CAR IS ENGAGED IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARS ACQUISITION
MARGIN STOCK (AS DEFINED IN REGULATION U (12 CFR PART 221) OF THE
29
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM) AND NONE OF THE PROCEEDS OF
THE ADVANCES WILL BE USED, DIRECTLY OR INDIRECTLY, FOR A