Common use of CERTAIN CHARACTERISTICS Clause in Contracts

CERTAIN CHARACTERISTICS. (A) Each DFS Receivable had a remaining maturity, as of the Cutoff Date, of at least 1 month but not more than [ ] months; (B) each DFS Receivable had an original maturity of at least [ ] months but not more than [ ] months; (C) each DFS Receivable had an original principal balance of at least $[ ] and not more than $[ ]; (D) each DFS Receivable had a Principal Balance as of the Cutoff Date of at least $[ ] and not more than $[ ]; (E) each DFS Receivable has an Annual Percentage Rate of at least [ ]% and not more than [ ]%; (F) [ ]% of the Receivables when originated were secured by new Financed Vehicles; (G) no funds have been advanced by DFS, any Dealer, or any Person acting on behalf of any of them in order to cause any DFS Receivable to qualify under paragraph (xxv) above; (H) no DFS Receivable has a Final Scheduled Maturity Date on or before [ ] or later than [ ]; (I) as of the Cutoff Date, other than California ([ ]%), Florida ([ ]%), Oregon ([ ]%) and Texas ([ ]%), no State represented more than 5% by outstanding Pool Balance with respect to the location of the Financed Vehicles; and (J) the Principal Balance of each DFS Receivable set forth in Schedule of Receivables is true and accurate in all material respects as of the Cutoff Date. For purposes of determining whether DFS is obligated to purchase a DFS Receivable on account of a breach of a representation and warranty pursuant to this Section 3.01 or indemnify in respect of such breach pursuant to the last paragraph of this Section 3.01, the determination as to whether a representation or warranty that is made to the knowledge of DFS has been breached shall be made without regard to such knowledge of DFS as if such representation and warranty were not qualified by the knowledge of DFS. Upon discovery by any party hereto of a breach of any of the representations and warranties of DFS set forth in this Section, which materially and adversely affects the value of the Receivables or the interest therein of the Issuer or the Indenture Trustee (or which materially and adversely affects the interest of the Issuer or the Indenture Trustee in the related Receivable in the case of a representation and warranty relating to a particular Receivable), the party discovering such breach shall give prompt written notice to the other parties hereto. On the last day of the Collection Period following the Collection Period during which DFS discovers or receives notice of any such breach of any such representation or warranty, if such breach shall not have been cured in all material respects by such last day, then DFS shall purchase such Receivable from the Issuer (or from the Depositor, if the Depositor is required to purchase such Receivable pursuant to Section 3.01 of the Transfer and Servicing Agreement) as of such last day at a price equal to the Purchase Amount of such Receivable, which price DFS shall remit in the manner specified in Section 5.05 of the Transfer and Servicing Agreement[; provided, that, with respect to the representation set forth in paragraph (xiii) above, such purchase shall be required with respect to a Receivable only if any resulting breach is not cured (it being understood that if the related Lien Certificate has been duly applied for from the applicable governmental offices as evidenced by a copy of the application therefor, the receipt of such Lien Certificate shall not be required to cure a breach of the applicable representation and warranty) within 90 days after completion of the review and examination of the Receivable File for such Receivable pursuant to Section 3.02 of the Transfer and Servicing Agreement]. Subject to the indemnification provisions contained in the last paragraph of this Section, the sole remedy of Ganis, the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee with respect to a breach of representations and warranties of DFS set forth in this Section shall be to require DFS to purchase Receivables pursuant to this Section, subject to the conditions contained herein. DFS shall indemnify Ganis, the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee and hold each harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties of DFS contained in this Agreement; provided that DFS shall not be liable for any indirect damages or for any loss, damage, penalty, fine, forfeiture, legal fees and related costs, judgments and other costs and expenses caused by the wilful misconduct of Ganis, the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee.

CERTAIN CHARACTERISTICS. (A) Each DFS Transferor Receivable had a remaining maturity, as of the Cutoff Date, of at least 1 month but not more than [ ] months; (B) each DFS Transferor Receivable had an original maturity of at least [ ] months but not more than [ ] months; (C) each DFS Transferor Receivable had an original principal balance of at least $[ ] and not more than $[ ]; (D) each DFS Transferor Receivable had a Principal Balance as of the Cutoff Date of at least $[ ] and not more than $[ ]; (E) each DFS Transferor Receivable has an Annual Percentage Rate of at least [ ]% and not more than [ ]%; (F) [ ]% of the Receivables when originated were secured by new Financed Vehicles; (G) no funds have been advanced by DFSthe Transferor, any Dealer, or any Person acting on behalf of any of them in order to cause any DFS Transferor Receivable to qualify under paragraph (xxv) above; (H) no DFS Transferor Receivable has a Final Scheduled Maturity Date on or before [ ] or later than [ ]; (I) as of the Cutoff Date, other than California ([ ]%), Florida ([ ]%), Oregon ([ ]%) and Texas ([ ]%), no State represented more than 5% by outstanding Pool Balance with respect to the location of the Financed Vehicles; and (J) the Principal Balance of each DFS Transferor Receivable set forth in Schedule of Receivables is true and accurate in all material respects as of the Cutoff Date. For purposes of determining whether DFS the Transferor is obligated to purchase a DFS Transferor Receivable on account of a breach of a representation and warranty pursuant to this Section 3.01 or indemnify in respect of such breach pursuant to the last paragraph of this Section 3.01, the determination as to whether a representation or warranty that is made to the knowledge of DFS the Transferor has been breached shall be made without regard to such knowledge of DFS the Transferor as if such representation and warranty were not qualified by the knowledge of DFSthe Transferor. Upon discovery by any party hereto of a breach of any of the representations and warranties of the Transferor set forth in this Section or of DFS set forth in this SectionSection 3.01 of the DFS/Ganis Transfer Agreement, in each case which materially and adversely affects the value of the Receivables or the interest therein of the Issuer or the Indenture Trustee (or which materially and adversely affects the interest of the Issuer or the Indenture Trustee in the related Receivable in the case of a representation and warranty relating to a particular Receivable), the party discovering such breach shall give prompt written notice to the other parties hereto. On the last day of the Collection Period following the Collection Period during which DFS the Transferor discovers or receives notice of any such breach of any such representation or warranty, if such breach shall not have been cured in all material respects by such last day, then DFS the Transferor shall purchase (and, if applicable, the Transferor shall enforce the obligation of DFS, under the DFS/Ganis Transfer Agreement, to purchase) such Receivable from the Issuer (or from the Depositor, if the Depositor is required to purchase such Receivable pursuant to Section 3.01 of the Transfer and Servicing Agreement) as of such last day at a price equal to the Purchase Amount of such Receivable, which price DFS the Transferor shall remit in the manner specified in Section 5.05 of the Transfer and Servicing Agreement[; provided, that, with respect to the representation set forth in paragraph (xiii) above, such purchase shall be required with respect to a Receivable only if any resulting breach is not cured (it being understood that if the related Lien Certificate has been duly applied for from the applicable governmental offices as evidenced by a copy of the application therefor, the receipt of such Lien Certificate shall not be required to cure a breach of the applicable representation and warranty) within 90 days after completion of the review and examination of the Receivable File for such Receivable pursuant to Section 3.02 of the Transfer and Servicing Agreement]. Subject to the indemnification provisions contained in the last paragraph of this Section, the sole remedy of Ganis, the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee with respect to a breach of representations and warranties of DFS the Transferor set forth in this Section shall be to require DFS the Transferor to purchase Receivables pursuant to this Section, subject to the conditions contained herein; it being understood that this sentence shall not limit the right of the parties to the Transfer and Servicing Agreement to enforce (or to cause the Transferor to enforce) the obligation of DFS to purchase Receivables pursuant to the DFS/Ganis Transfer Agreement. DFS The Transferor shall indemnify Ganis, the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee and hold each harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties of DFS the Transferor contained in this Agreement; provided that DFS the Transferor shall not be liable for any indirect damages or for any loss, damage, penalty, fine, forfeiture, legal fees and related costs, judgments and other costs and expenses caused by the wilful misconduct of Ganis, the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee.