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
REFINANCING 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.
5
(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