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 with respect to the Contracts transferred to the
Trust on the Closing Date and, with respect to any Additional Contracts, as of
the related Additional Contract Purchase Date, except, in each case, 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
20
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