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, IS VALIDLY CONTRIBUTED BY THE SELLER TO THE DEPOSITOR
PURSUANT TO, AND IN ACCORDANCE WITH THE TERMS OF, THIS 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, WILL BE VALIDLY ASSIGNED BY THE
DEPOSITOR TO THE TRUST PURSUANT TO THE SALE AND ALLOCATION AGREEMENT AND WILL BE
VALIDLY 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 SELLER NOT TO BE ADVERSE TO THE DEPOSITOR AND WITH RESPECT TO
WHICH INFORMATION PROVIDED TO THE DEPOSITOR 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 SET FORTH ON SCHEDULE 1 HERETO WAS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE OPENING 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
5
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