Common use of GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER Clause in Contracts

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer as follows: 5.1.1. Seller is a corporation duly organized, existing and in good standing under the laws of the state of its incorporation or formation; and it possesses the requisite corporate or other authority to enter into this Agreement and consummate all transactions contemplated hereby. 5.1.2. The execution, delivery and performance of this Agreement has been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Seller. 5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not and will not be a breach, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject. 5.1.4. Neither the sale of Loans, nor the consummation of the transactions contemplated by this Agreement, are or will result in violation of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ability to perform its obligations pursuant to this Agreement. Seller agrees to promptly notify Buyer of the subsequent existence of any such pending or threatened litigation, adverse claim or action. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby ------------------------------------------------ represents and warrants to Buyer the Purchaser, as of the date hereof and on each subsequent date on which a Sale is made, as follows: 5.1.1. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in every jurisdiction in which the state nature of its incorporation or formation; business requires it to be so qualified and it possesses which failure to qualify could have a material adverse affect on Seller; (b) The Seller has the requisite corporate or other power and authority to enter into own and convey all of its properties and assets and to execute and deliver this Sale Agreement and consummate all to perform the transactions contemplated hereby.; 5.1.2. (c) The execution, delivery and performance by the Seller of this Sale Agreement has and the transactions contemplated hereby, (i) have been duly authorized by all necessary action on the part of the Seller, (ii) do not contravene or cause the Seller to be in default under (A) the Seller's articles of incorporation and all corporate bylaws, (B) any contractual restriction with respect to any Debt of the Seller or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting the Seller or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting the Seller or its property, and (iii) do not result in or require the creation of any Adverse Claim; (d) This Sale Agreement has been, and each Sale Assignment executed and delivered by the Seller will have been, when so executed and delivered, duly executed and delivered on behalf of the Seller; (e) No consent of, or other action necessary by, and no notice to consummate or filing with, any Governmental Authority or any other party, is required for the transactions contemplated due execution, delivery and performance by the Seller of this Sale Agreement or for the perfection of or the exercise by the Purchaser of any of its rights or remedies hereunder, each of which has been obtained and complete copies of which have been taken by Seller.provided to the Purchaser; 5.1.3. The execution and delivery of this (f) This Sale Agreement and each Sale Assignment delivered by the sale Seller is (or will be if not executed and delivered as of the date hereof) the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; (g) There is no pending or threatened action, suit or proceeding, against or affecting the Seller, its Affiliates, its officers, or the property of the Seller, in any court or tribunal, or before any arbitrator of any and all Loans hereunder are not and will not be a breachkind or before or by any Governmental Authority (i) asserting the (h) No injunction, violation writ, restraining order or event other order of default (any material nature adverse to the Seller or an event the conduct of its business or which would become an event of default is inconsistent with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject. 5.1.4. Neither the sale of Loans, nor the due consummation of the transactions contemplated by this AgreementSale Agreement has been issued by a Governmental Authority; (i) No defaulted Debt exists under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Seller; (j) The principal place of business and chief executive office of the Seller are or will result located at the address of the Seller set forth in violation of any applicable federalthe designated space beneath its signature line in this Sale Agreement and, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Sellerthere are now no, and enforceable against during the past four months there have not been, any other locations where the Seller is located (as that term is used in accordance the UCC in the state of such location) except that, with its terms. 5.1.6. To the best of Seller's knowledge, as of respect to such changes occurring after the date of this Sale Agreement, as shall have been specifically disclosed to the Purchaser in writing; (k) The legal name of the Seller is as set forth at the beginning of this Sale Agreement and the Seller has not changed its name since February 1, 1997, and during such period, the Seller did not use, nor does the Seller now use any trade-names, fictitious names, assumed names or "doing business as" names other than "Auto Credit Clearing House" or "ACCH," except with respect to such changes occurring after the date of this Sale Agreement, as shall have been specifically disclosed to the Purchaser in writing; (l) The Seller is solvent and will not become insolvent after giving effect to the transactions contemplated by this Sale Agreement; the Seller is paying its debts as they mature; the Seller has not sold any Program Contract to the Purchaser with intent to hinder, delay or defraud any entity to which the Seller was, or may become, after the date that certain Memorandum such transfer was made, indebted; the Seller's sale of Understanding entered into any Program Contract to the Purchaser has been and will be made for reasonably equivalent value and fair consideration; the Seller has not incurred debts beyond its ability to pay as of September 26, 1996 by they mature; and among the Seller, after giving effect to the Federal Deposit Insurance Corporation transactions contemplated by this Sale Agreement, will have adequate assets to conduct its business in the foreseeable future; (m) For federal income tax, reporting and accounting purposes, the Seller will treat the sale of each Sold Program Contract sold pursuant to this Sale Agreement as a sale, or absolute assignment, of its full right, title and ownership interest in such Sold Program Contract to the Purchaser, and the California Department Seller has not and will not account for or treat the transactions contemplated by this Sale Agreement in any other manner; (n) The Seller has and maintains all permits, licenses, authorizations, registrations, approvals and consents of CorporationsGovernmental Authorities (including, without limitation, Sales Finance Company Licenses, if any, necessary for (i) the activities and business of the Seller as currently conducted and as proposed to be conducted, (ii) the ownership, use, operation and maintenance of its properties, facilities and assets, (iii) the performance by the Seller of this Sale Agreement, and (iv) the performance by the Seller of its duties, responsibilities and obligations under the Servicing Agreement; (o) The Seller has filed on a copy timely basis all tax returns (federal, state, and local) required to be filed and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Seller; (p) To the best knowledge of the Seller, each pension plan or profit sharing plan to which the Seller is a party has been fully funded in accordance with the obligations of the Seller set forth in such plan; (q) To the best knowledge of the Seller, there has not occurred any event which has been provided or is reasonably likely to Buyer, there is no pending or threatened litigation, have a material adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect effect on the Seller's ability to perform its obligations pursuant under this Sale Agreement; (r) The consolidated balance sheet of the Seller and its consolidated Subsidiaries as of December 31, 1998, and the related statements of income and shareholders' equity of the Seller and its consolidated Subsidiaries for the fiscal year then ended, which have been certified by an independent certified public accountant, together with all quarterly reports with respect to completed fiscal quarters occurring after such fiscal year until September 30, 1999, copies of which have been furnished to the Purchaser, fairly present the consolidated financial condition, business and operations of the Seller and its consolidated Subsidiaries as at such dates and the consolidated results of operations of the Seller and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied, and since September 30, 1999, there has not occurred any material adverse change in the financial condition, business or operations of the Seller or any Subsidiary, except as specifically disclosed by the Seller to the Purchaser in a writing delivered prior to or simultaneously with its execution and delivery of this Agreement. ; (s) The Seller agrees has valid business reasons for selling its interests in the Sold Program Contracts rather than obtaining a loan with the Sold Program Contracts as collateral; (t) The Seller has not disclosed and will not disclose to promptly notify Buyer of any Dealer or Obligor under an Eligible Program Contract the subsequent existence of any such pending insurance which has been or threatened litigation, adverse claim may be purchased by the Purchaser to protect its interests under the Eligible Program Contract; (u) All information heretofore or action. 5.1.7. hereafter furnished with respect to the Seller has not, to the Purchaser in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions transaction contemplated by this AgreementSale Agreement 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.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to that the following are true and correct as of the date hereof and shall be true and correct as of the date of any funding by Buyer as followsof the purchase price of any Participation Interest under this Agreement: 5.1.1. (1) Seller is authorized to sell the Participation Interest pursuant to this Agreement. (2) Seller will do all acts necessary to perfect ownership in Buyer of the Participation Interests and the Participated Loans sold pursuant to this Agreement. (3) Seller is a corporation Texas corporation, duly organized, organized and validly existing and in good standing under the laws of governing its organization, has all licenses necessary to carry on its business as now being conducted, and is licensed, qualified, and in good standing in that state and in any other state in which it conducts business or is required to be so licensed, qualified, and in good standing. (4) Seller has full power and authority to execute, deliver, and perform this Agreement, including authority to sell, transfer, and repurchase the state of its incorporation or formation; Participated Loans and it possesses the requisite corporate Participation Interests. All necessary corporate, regulatory, or other authority similar action has been taken to enter into authorize and empower Seller, and the officers or representatives acting on behalf of Seller, to execute, deliver, and perform this Agreement and consummate all transactions contemplated herebyAgreement. 5.1.2. The execution, delivery and performance of this Agreement has been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Seller. 5.1.3. (5) The execution and delivery of this Agreement by Seller or the performance of or compliance with the terms and conditions hereof by Seller do not or will not conflict with, or result in a material breach of, any of the sale terms, conditions, or provisions of the charter or bylaws of Seller or any provisions of any and all Loans hereunder are not and will not be a breachlaw, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both) under any rule, regulation, order, writ, judgment, injunction, decree, agreementdetermination, or award presently in effect to which Seller or its property is subject. (6) The execution and delivery of this Agreement by Seller or the performance of or compliance with the terms and conditions hereof by Seller do not or will not conflict with, or result in a material breach of, any of the terms, conditions, or provisions of, or constitute a material default under, any indenture or loan or credit agreement or any other agreement or instrument to which Seller is a party or otherwise subjectby which it or its property may be materially affected. 5.1.4(7) Seller has duly authorized the execution, delivery, and performance of this Agreement. Neither Assuming due authorization, execution, and delivery by Buyer, this Agreement constitutes a legal, valid, and binding obligation of Seller enforceable against Seller according to its terms and conditions set forth herein, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, receivership, moratorium, or other laws relating to the rights of creditors generally. (8) Seller is not a party to or bound by a written or oral agreement granting to any person or entity a security interest in or an option or right of first refusal or other arrangement to acquire directly or indirectly any of the Participated Loans or the Participation Interests. (9) No consent, approval, authorization, or order of any court or governmental agency or body is required for the execution, delivery, and performance by Seller of, or compliance by Seller with, this Agreement, the sale of Loansthe Participation Interests to Buyer, nor or the consummation of the transactions contemplated by this Agreement, are or will result in violation of any applicable federalor, state or local lawif required, rule or regulation. 5.1.5. Upon execution and delivery such approval has been obtained prior to the date of this Agreement, it shall be a valid and binding obligation . (10) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To (11) There is no action, suit, or regulatory or other proceeding of any kind pending or, to the best of Seller's knowledgeknowledge threatened, as against or materially affecting Seller or the properties of Seller before any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which, if determined adversely to Seller, would prohibit Seller from executing and delivering and performing under this Agreement. (12) Seller is owner of the date Loans in which a participation interest will be offered to Buyer and of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation Participated Loans and the California Department Participation Interests, free and clear of Corporations, a copy any liens or security interests or claims of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action rights of any kind and no permission or nature which, if decided against Seller, would materially consent is required to be given by any third party for Seller to sell the Participation Interests to Buyer so free and adversely affect Seller's ability to perform its obligations pursuant to this Agreement. Seller agrees to promptly notify Buyer of the subsequent existence of any such pending or threatened litigation, adverse claim or actionclear. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller SELLER hereby ------------------------------------------------ represents and warrants to Buyer as followsthat: 5.1.1. Seller is a corporation duly organized, existing and in good standing under the laws of the state of (a) SELLER has taken all necessary action to authorize its incorporation or formation; and it possesses the requisite corporate or other authority to enter into this Agreement and consummate all transactions contemplated hereby. 5.1.2. The execution, delivery and performance of this Agreement and has been duly authorized the power and authority to execute, deliver and perform this Agreement and all corporate or other action necessary to consummate the transactions contemplated hereby, including, but not limited to the authority to sell, assign and transfer the Loans in accordance with this Agreement, and assuming due authorization, execution and delivery by the other party hereto, this Agreement have been taken and all the obligations of SELLER hereunder are the legal, valid and binding obligations of SELLER, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by Seller.bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally; 5.1.3. (b) The execution and delivery of this Agreement and the sale performance of its obligations hereunder by SELLER will not conflict with any provisions of any and all Loans hereunder are not and will not be law or regulation to which SELLER is subject or conflicts with or result in a breach, violation breach of or event of constitutes a default (or an event which would become an event of default with the lapse of time or notice or both) under any judgmentof the terms, decree, agreement, conditions or other provisions of any agreement or instrument to which Seller SELLER is a party or otherwise subject. 5.1.4. Neither the sale of Loans, nor the consummation of the transactions contemplated by this Agreement, are which it is bound or will any order or decree applicable to SELLER or result in violation the creation or imposition of any applicable federal, state lien on any of its assets or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of property which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's the ability of SELLER to perform its obligations pursuant to carry out the terms of this Agreement. Seller agrees to promptly notify Buyer of the subsequent existence ; and SELLER has obtained any consent, approval, authorization or order of any such pending court or threatened litigationgovernmental agency or body required for the execution, adverse claim or action. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in delivery and performance by SELLER of this Agreement. Seller agrees ; and (c) There is no action, suit or proceeding pending against SELLER in any court or by or before any other governmental agency or instrumentality which would materially affect the ability of SELLER to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with carry out the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby ------------------------------------------------ represents and warrants to Buyer the Purchaser, as of the date hereof and on each subsequent date on which a Sale is made, as follows: 5.1.1. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in every jurisdiction in which the state nature of its incorporation or formation; business requires it to be so qualified and it possesses which failure to qualify could have a material adverse affect on Seller; (b) The Seller has the requisite corporate or other power and authority to enter into own and convey all of its properties and assets and to execute and deliver this Sale Agreement and consummate all to perform the transactions contemplated hereby.; 5.1.2. (c) The execution, delivery and performance by the Seller of this Sale Agreement has and the transactions contemplated hereby, (i) have been duly authorized by all necessary action on the part of the Seller, (ii) do not contravene or cause the Seller to be in default under (A) the Seller's articles of incorporation and all corporate bylaws, (B) any contractual restriction with respect to any Debt of the Seller or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting the Seller or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting the Seller or its property, and (iii) do not result in or require the creation of any Adverse Claim; (d) This Sale Agreement has been, and each Sale Assignment executed and delivered by the Seller will have been, when so executed and delivered, duly executed and delivered on behalf of the Seller; (e) No consent of, or other action necessary by, and no notice to consummate or filing with, any Governmental Authority or any other party, is required for the due execution, delivery and performance by the Seller of this Sale Agreement or for the perfection of or the exercise by the Purchaser of any of its rights or remedies hereunder, each of which has been obtained and complete copies of which have been provided to the Purchaser; (f) This Sale Agreement and each Sale Assignment delivered by the Seller is (or will be if not executed and delivered as of the date hereof) the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms; (g) There is no pending or threatened action, suit or proceeding, against or affecting the Seller, its Affiliates, its officers, or the property of the Seller, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Sale Agreement, (ii) seeking to prevent the sale and assignment of any Program Contract or the consummation of any of the transactions contemplated thereby, (iii) seeking any determination or ruling that might materially and adversely affect (A) the performance by the Seller of this Agreement have been taken by SellerSale Agreement, (B) the validity or enforceability of this Sale Agreement, (C) any Program Contract or (4) the federal income tax attributes of the Sales. 5.1.3. The execution and delivery of this Agreement and the sale (h) No injunction, writ, restraining order or other order of any and all Loans hereunder are not and will not be a breach, violation material nature adverse to the Seller or event the conduct of default (its business or an event which would become an event of default is inconsistent with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject. 5.1.4. Neither the sale of Loans, nor the due consummation of the transactions contemplated by this AgreementSale Agreement has been issued by a Governmental Authority; (i) No defaulted Debt exists under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Seller; (j) The principal place of business and chief executive office of the Seller are or will result located at the address of the Seller set forth in violation of any applicable federalthe designated space beneath its signature line in this Sale Agreement and, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Sellerthere are now no, and enforceable against during the past four months there have not been, any other locations where the Seller is located (as that term is used in accordance the UCC in the state of such location) except that, with its terms. 5.1.6. To the best of Seller's knowledge, as of respect to such changes occurring after the date of this Sale Agreement, as shall have been specifically disclosed to the Purchaser in writing; (k) The legal name of the Seller is as set forth at the beginning of this Sale Agreement and the Seller has not changed its name since February 1, 1997, and during such period, the Seller did not use, nor does the Seller now use any trade-names, fictitious names, assumed names or "doing business as" names other than "Auto Credit Clearing House" or "ACCH," except with respect to such changes occurring after the date of this Sale Agreement, as shall have been specifically disclosed to the Purchaser in writing; (l) The Seller is solvent and will not become insolvent after giving effect to the transactions contemplated by this Sale Agreement; the Seller is paying its debts as they mature; the Seller has not sold any Program Contract to the Purchaser with intent to hinder, delay or defraud any entity to which the Seller was, or may become, after the date that certain Memorandum such transfer was made, indebted; the Seller's sale of Understanding entered into any Program Contract to the Purchaser has been and will be made for reasonably equivalent value and fair consideration; the Seller has not incurred debts beyond its ability to pay as of September 26, 1996 by they mature; and among the Seller, after giving effect to the Federal Deposit Insurance Corporation transactions contemplated by this Sale Agreement, will have adequate assets to conduct its business in the foreseeable future; (m) For federal income tax, reporting and accounting purposes, the Seller will treat the sale of each Sold Program Contract sold pursuant to this Sale Agreement as a sale, or absolute assignment, of its full right, title and ownership interest in such Sold Program Contract to the Purchaser, and the California Department Seller has not and will not account for or treat the transactions contemplated by this Sale Agreement in any other manner; (n) The Seller has and maintains all permits, licenses, authorizations, registrations, approvals and consents of CorporationsGovernmental Authorities (including, without limitation, Sales Finance Company Licenses, if any, necessary for (i) the activities and business of the Seller as currently conducted and as proposed to be conducted, (ii) the ownership, use, operation and maintenance of its properties, facilities and assets, (iii) the performance by the Seller of this Sale Agreement, and (iv) the performance by the Seller of its duties, responsibilities and obligations under the Servicing Agreement; (o) The Seller has filed on a copy timely basis all tax returns (federal, state, and local) required to be filed and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Seller; (p) To the best knowledge of the Seller, each pension plan or profit sharing plan to which the Seller is a party has been fully funded in accordance with the obligations of the Seller set forth in such plan; (q) To the best knowledge of the Seller, there has not occurred any event which has been provided or is reasonably likely to Buyer, there is no pending or threatened litigation, have a material adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect effect on the Seller's ability to perform its obligations pursuant under this Sale Agreement; (r) The consolidated balance sheet of the Seller and its consolidated Subsidiaries as of December 31, 1998, and the related statements of income and shareholders' equity of the Seller and its consolidated Subsidiaries for the fiscal year then ended, which have been certified by an independent certified public accountant, together with all quarterly reports with respect to completed fiscal quarters occurring after such fiscal year until September 30, 1999, copies of which have been furnished to the Purchaser, fairly present the consolidated financial condition, business and operations of the Seller and its consolidated Subsidiaries as at such dates and the consolidated results of operations of the Seller and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied, and since September 30, 1999, there has not occurred any material adverse change in the financial condition, business or operations of the Seller or any Subsidiary, except as specifically disclosed by the Seller to the Purchaser in a writing delivered prior to or simultaneously with its execution and delivery of this Agreement. ; (s) The Seller agrees has valid business reasons for selling its interests in the Sold Program Contracts rather than obtaining a loan with the Sold Program Contracts as collateral; (t) The Seller has not disclosed and will not disclose to promptly notify Buyer of any Dealer or Obligor under an Eligible Program Contract the subsequent existence of any such pending insurance which has been or threatened litigation, adverse claim may be purchased by the Purchaser to protect its interests under the Eligible Program Contract; (u) All information heretofore or action. 5.1.7. hereafter furnished with respect to the Seller has not, to the Purchaser in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions transaction contemplated by this AgreementSale Agreement 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.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer Purchaser that the statements contained in this Section 4 are correct and complete as follows: 5.1.1. Seller is a corporation duly organized, existing and in good standing under the laws of the state of its incorporation or formation; Closing. (a) Seller has full power and it possesses the requisite corporate or other authority to enter into execute, deliver and perform such Seller’s obligations under this Agreement and consummate all to sell, assign, transfer and deliver to Purchaser the Seller’s Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby. 5.1.2. The execution, delivery and performance of this Agreement has been duly authorized and all corporate or other action necessary to consummate (b) Neither the transactions contemplated by this Agreement have been taken by Seller. 5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not and will not be a breach, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject. 5.1.4. Neither the sale of LoansAgreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by this Agreement, are Seller will violate or will result in violation a breach of any applicable federalterm or provision of any agreement to which Seller are bound or are a party, state or local lawbe in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause the acceleration of the maturity of any obligation of Sellers under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulationregulation applicable to Seller or any properties or assets of Seller. 5.1.5. Upon execution (c) This Agreement has been duly and delivery of this Agreementvalidly executed by Seller, it shall be a and constitutes the valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by general limitations on the availability of equitable remedies. 5.1.6(d) The Seller’s Shares are owned beneficially and of record by Seller and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. To Seller owns the best Seller’s Shares free and clear of Seller's knowledgeall liens, as charges, security interests, encumbrances, claims of the date of this Agreementothers, options, warrants, purchase rights, contracts, commitments, equities or other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending claims or threatened litigation, adverse claim or action demands of any kind or nature which(collectively, if decided against Seller“Liens”), would materially and adversely affect Seller's ability upon delivery of the Purchased Shares to perform its obligations pursuant to this AgreementPurchaser, Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. Seller agrees is not a party to promptly notify Buyer any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any capital stock of the subsequent existence of any Company or voting rights with respect to such pending or threatened litigation, adverse claim or action. 5.1.7stock. Seller has notis not a party to any voting trust, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitmentproxy, or taken any action which might result in a claim for other agreement or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in understanding with respect to the transactions described in this Agreementvoting of any capital stock of the Company. (e) The dates of acquisition of the Seller’s Shares by Seller as specified on Schedule A are true and correct. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, Such date or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt dates of acquisition are the respective dates on behalf of Seller in connection with which the transactions contemplated Seller’s Shares were fully paid for by this AgreementSeller.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer as of the date of this Agreement and as of each Settlement Date as follows: 5.1.1. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all required powers and all material governmental licenses, authorization, consents and approvals required to carry on its business as now conducted. In particular, Seller is licensed and qualified to transact a mortgage origination business in and is in good standing under the laws of each state of its incorporation where a Mortgaged Property is located or formation; is otherwise not required under applicable law to effect such licensing and it possesses qualification, and no demand for such licensing or qualification has been made upon Seller by any state where a Mortgaged Property is located. (b) Seller has the requisite corporate or other full power and authority to hold and sell the Mortgage Loans, and to execute, deliver and perform, and to enter into this Agreement and consummate all transactions contemplated herebyby, this Agreement. 5.1.2. (c) The execution, delivery and performance of this Agreement has been duly authorized by all required action on the part of Seller, and all corporate this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other action necessary laws relating to consummate or affecting the transactions contemplated rights of creditors generally, and by this Agreement have been taken by Sellergeneral equity principles. 5.1.3. (d) The execution and delivery of this Agreement by Seller and the sale performance by Seller of the obligations to be performed by Seller hereunder do not, and will not, violate any and all Loans hereunder are not provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Seller or to the corporate charter or by-laws of Seller and will not be result in a breach, violation breach of or event of constitute a default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, indenture or loan or credit agreement or any other agreement, lease or other instrument to which Seller is a party or otherwise subjectby which Seller or any of Seller's properties may be bound or affected. 5.1.4. Neither (e) No litigation or administrative, investigative or arbitration proceeding is pending or, to the best of Seller's knowledge, threatened against Seller, which if determined adversely to Seller would adversely affect the sale of Loansthe Mortgage Loans to Buyer, nor the execution, delivery or enforceability of this Agreement or which would have a material adverse effect on the financial condition of Seller. (f) No consent, approval, authorization, exemption or order of, or notice to or registration or filing with, any court or governmental agency, authority or administrative or regulatory body is required for the execution, delivery and performance by Seller of or compliance by Seller with this Agreement, the delivery of the Loan Documents to Buyer the sale of the Mortgage Loans to Buyer or the consummation of the transactions contemplated by this Agreement, are or will result in violation of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ability to perform its obligations pursuant to this Agreement. Seller agrees to promptly notify Buyer of the subsequent existence of any such pending or threatened litigation, adverse claim or action. 5.1.7. (g) Seller has not, in connection with this transaction, entered into any agreement, not incurred any obligation, made any commitment, commitment or taken any action which might result in a claim for against Buyer or an obligation by Buyer to pay a sales brokerage commission, finder's fee, fee or similar fee in respect to the transactions between Buyer and Seller as described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer as follows: 5.1.1. A. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or formationorganization and each state in which it does business; and it possesses the requisite corporate or other legal power, authority and capacity to enter into this Agreement and to consummate all of the transactions contemplated hereby. 5.1.2. B. There has been no negligence, gross negligence, misfeasance, malfeasance or fraudulent acts by Seller or its employees, agents and representatives as they pertain to the performance by Seller under this Agreement, including without limitation origination, processing, funding, closing and acquiring of Mortgage Loans purchased by Purchaser from Seller. C. The execution, delivery and performance of this Agreement by Seller, and the performance of all transactions contemplated hereunder, has been duly authorized and approved and all corporate or other action proceedings necessary to consummate all of the transactions contemplated by this Agreement have been taken by SellerSeller and no other proceeding on the part of Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereunder. 5.1.3. D. Seller has received all necessary federal, state and local licenses, permits, authorizations and approvals required to conduct its business as it is presently being conducted and to perform its obligations under this Agreement. E. The execution and delivery of this Agreement and the sale of any each and every Mortgage Loan hereunder, and all Loans other transactions contemplated hereunder (i) are taken in the ordinary course of Seller’s business and (ii) are not and will not be a (A) breach, violation violate or cause an event of default (or an event which would become an event of default with the lapse of time or notice or both) under under, any judgment, decree, agreement, indenture or other instrument to which Seller is a party or otherwise subjectsubject or (B) conflict with or violate any provision of Seller’s organizational documents. 5.1.4. Neither F. The execution and delivery of this Agreement, the sale making, origination or acquisition of Loans, nor any Mortgage Loan and/or the consummation of the transactions contemplated by this Agreement, are or will not result in a violation or infraction by Seller of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a G. This Agreement is the valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledgeH. There is, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or or, to Seller’s knowledge, threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ’s ability to perform its obligations pursuant to this Agreement. . I. Seller agrees to promptly notify Buyer of is not the subsequent existence subject of any such pending proceeding or threatened litigationaction under any bankruptcy, adverse claim insolvency or actionsimilar law, nor is Seller the subject of any assignment for the benefit of creditors, conservatorship or receivership, or insolvent. 5.1.7. J. Seller has notcomplied, and is in compliance, in all material respects, with all laws applicable to Seller in connection with the Mortgage Loans. K. Seller acknowledges that, in executing this transactionAgreement, entered into any agreementits duly authorized officers had the opportunity to seek the advice of independent legal counsel, incurred any obligation, made any commitment, and its board of directors or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to members and duly authorized officer executing this Agreement have read and understood all of the transactions described in terms and provisions of this Agreement. Seller agrees to indemnify and hold Buyer harmless from and This Agreement shall not be construed against any claims, liabilities, damages, party herein by reason of the drafting or costs (including reasonable attorneys' fees) relating to any broker, agent, preparation hereof. L. No representation or finder warranty of Seller contained in this Agreement and no statement furnished by or other person, who shall claim to have dealt on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein contains any untrue statement of a material fact. M. The sale and transfer of the Mortgage Loans by this AgreementSeller to Purchaser are not subject to the bulk transfer or similar statutory provisions of applicable state or federal law.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer Company as followsof the date of this Agreement and as of each Closing Date that: 5.1.1. (a) Seller is a corporation Delaware corporation, duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation or formation; Delaware, and it possesses has the requisite corporate or other full power and authority to enter into make the extensions of credit to Borrowers and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and consummate all transactions contemplated hereby. 5.1.2. The Agreement; the execution, delivery and performance of this Agreement has and the other agreements and instruments to be executed by Seller as contemplated hereby have been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Seller. 5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not in conflict with and do not violate Applicable Law or the terms of the charter or bylaws of Seller and will not be result in a breach, violation breach of or event of constitute a default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreementunder, or other instrument require any consent under, any indenture, loan or agreement to which Seller is a party party; (b) This Agreement constitutes a legal valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity; (c) All consents, licenses, approvals, or otherwise subject.authorizations of, or registrations or declarations with any Regulatory Authority required to be obtained, effected, or given by Seller in connection with the execution, delivery, and performance of Seller’s obligations under this Agreement and with respect to the Accounts have been duly obtained, effected, or given and are in full force and effect; 5.1.4. Neither (d) There are no Proceedings or investigations pending or, to the sale best knowledge of LoansSeller, nor threatened against Seller (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation by Seller of any of the transactions contemplated by this Agreement, are (iii) seeking any determination or will result ruling that, in violation the reasonable judgment of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ability to perform the performance by Seller of its obligations pursuant under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement; or (v) which could reasonably be expected to materially and adversely affect Company’s interest in, or the value or collectability of the Receivables; (e) Seller is not subject to an Insolvency Event; (f) Seller is operating the Program in compliance with Applicable Law; (g) Seller is not in default under any agreement, contract, instrument or indenture to which Seller is a party or by which it (or any of its assets) is bound, which default would have a Material Adverse Effect with respect to Seller, the Program or this Agreement, nor has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture that would have a Material Adverse Effect with respect to Seller, the Program or this Agreement; (h) Seller is in compliance in all material respects with all applicable provisions of the AML-BSA Laws and has adopted and put into practice policies and procedures reasonably designed to ensure its ongoing compliance with such laws, which policies and procedures are consistent with generally accepted standards within Seller’s industry for ensuring such compliance; (i) All written information, reports, certificates and statements (other than projections and forward-looking statements) furnished by or on behalf of Seller for purposes of or in connection with the Program this Agreement or any other transaction document contemplated by this Agreement are true, complete and correct in all material respects as of the date such information is stated or certified; provided that with respect to any information regarding a Receivable that was provided to Seller or any of its Affiliates by the Borrower, credit bureau or other third party, Seller only represents and warrants that such information is true and correct to the best of Seller’s knowledge. There is no fact, condition, circumstance or event known to Seller that has not been disclosed to Company in writing which could reasonably be expected to be, have or result in a Material Adverse Effect with respect to Seller, the Program or this Agreement or materially and adversely affect Company’s interest in, or the value or collectability of, the Receivables purchased under this Agreement. Seller agrees has furnished or disclosed all definitive agreements, side letters, binding letters of intent and all schedules, exhibits, ancillary agreements and documentation related thereto containing any terms or conditions with respect to any of the transactions contemplated by the CarVal RPA; (j) Except as expressly disclosed to Company by Seller in writing prior to the Effective Date with respect to certain Back Book Receivables, none of the compensation practices of Seller encourage behavior that is contrary to Applicable Law; (k) Seller maintains all intellectual property and all licenses of, or any other interest in, intellectual property (including the Proprietary Materials) necessary for the origination, identification, collection, enforcement or servicing of, or necessary to maintain the value and validity of, each Receivable by Seller, Genesis, any successor thereto and any other assignees of any of the foregoing. Seller has good and valid title to all such intellectual property (including the Proprietary Materials), free and clear of any Lien. All such intellectual property (including the Proprietary Materials) is valid, subsisting, and enforceable. Seller has prevented any Person from having or obtaining any interests, Liens or other rights to any intellectual property or any licenses of, or any other interest in, intellectual property (including the Proprietary Materials) that could individually or in the aggregate, interfere in any material respect with the origination, identification, collection, enforcement or servicing of, each Receivable by Seller, Genesis, any successor thereto and any other assignees of any of the foregoing or otherwise impair the validity or value of any Receivable; (l) All marketing and training materials utilized by Seller or its Affiliates and agents with respect to the Receivables and the Program comply with the Marketing P&Ps and all Applicable Laws. (m) Seller’s sales practices with respect to the underlying financed merchandise related to the Receivables, and any ancillary products related thereto, comply with all Applicable Laws. (n) The (****), together with any policies forming part of the Marketing P&Ps, related to the Program contains the following criteria: (i) (****); (ii) (****); (iii) (****); (iv) (****); (v) (****) (vi) (****). (o) With respect to the Initial Closing Date, all of the factual statements and representations in any officer’s certificate delivered in connection with the True Sale Opinion on the Initial Closing Date are true and correct in all respects as of the date thereof, and Seller shall have complied with all of the assumptions set forth in such opinion as of the date thereof, including with respect to Seller having a valid business reason for selling the Receivables to Company hereunder, and with all of the statements set forth in such officer’s certificate. The representations and warranties set forth in this Section 10 shall survive the sale, transfer and assignment of the Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in Section 10(d) shall be made continuously throughout the Term. In the event that any investigation or Proceeding of the type described in Section 10(d) is instituted or threatened against Seller, Seller shall promptly notify Buyer Company of the subsequent existence of any such pending or threatened litigation, adverse claim investigation or actionProceeding. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer Purchaser as follows: 5.1.1. A. Seller is a corporation duly organizedvalidly organized and existing corporation, existing and in good standing under the laws of the state State of its incorporation or formation; and it possesses Utah. Seller has the requisite corporate or other necessary authority to enter into own property and conduct its business as now conducted in the States of Wisconsin and Michigan. B. All necessary corporate action of Seller required in connection with the execution and delivery of this Agreement and consummate all the consummation of the transactions contemplated herebyby this Agreement has been author ized and obtained. Subject to the effectiveness of the exemption or approval by the Board and any applicable requirements under the HSR Act, (i) Seller has obtained all necessary governmental authorizations and approvals (or waivers of such authorizations or approvals) required in connection with this Agreement, and (ii) this Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting rights of creditors generally and general principles of equity. 5.1.2. The C. Except as set forth on Exhibit 3, the sale of the Assets and the consummation of the other transactions contemplated by this Agreement will not result in any breach of or default under, violate the conditions of, or accelerate any obligation under, either Seller's articles of incorporation or bylaws or any agreement, mortgage, lease, deed, order, law, judgment or rule to which either Seller is a party or by which either Seller or its property is bound, which breach, default, violation or acceleration would have a materially adverse effect on that Seller, the Assets or the business currently conducted with the Assets. D. No agent, broker or other person acting pursuant to the authority or direction of Seller is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement for which Purchaser is or may become liable. E. Except as set forth on Exhibit 3, there are no actions, suits, or proceedings pending or, to the Knowledge of Seller, threatened against Seller or its properties in any court or before any federal, state, local or other governmental agency which, if decided adversely to Seller, would prohibit the execution, delivery and performance of this Agreement has been duly authorized and all corporate by Seller or would materially adversely affect the Assets or the business currently conducted with the Assets. F. As of the Closing, the Assets will not be subject to any liens, security interests or other action necessary encumbrances, except for Permitted Encumbrances. G. Seller has sufficient interest in the Assets to consummate permit the transactions operation of the Rail Lines as presently conducted, and to the Knowledge of Seller there are no claims which would affect in any material respect its interest in the Assets so as to materially adversely affect Purchaser's ability to conduct operations with the Assets following the Closing as currently conducted. H. To the Knowledge of Seller, each material Contract to be assigned to Purchaser is in full force and effect and no default has occurred under the Contract which would have a materially adverse effect on the Assets or Purchaser's ability to conduct operations with the Assets as currently conducted following the Closing. Seller has not expressly waived or assigned to any other person any of its rights under any of the Contracts, and each of the Contracts may be assigned to Purchaser without impairment of any rights under the Contract, except (1) as set forth on Exhibit 3 and (2) those Contracts the loss of rights under which would not have a materially adverse effect on the Assets or Purchaser's ability to conduct operations following the Closing with the Assets as currently conducted. I. The traffic and revenue data for the Rail Lines for the 1994 and 1995 calendar years of Seller provided to Purchaser by Seller accurately reflect in all material respects actual operating history of Seller for the periods indicated. J. To the Knowledge of Seller, Seller is not a party to any indenture, security, contract or other agreement or subject to any judgment, order, writ or decree which would (1) impose any materially adverse condition upon Purchaser, the Assets or the operation of the Rail Lines or result in the loss of any material rights currently possessed or used by Seller or otherwise materially adversely affect or materially restrict the Assets or the operation of the Rail Lines as a result of the sale of the Assets to Purchaser as contemplated by this Agreement have been taken by Seller. 5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not and will not be a breach, violation or event of default (or an event which would become an event of default with the lapse of time or notice or both2) under any judgment, decree, agreement, or other instrument to which Seller is a party or otherwise subject. 5.1.4. Neither the sale of Loans, nor the consummation of the transactions contemplated by this Agreement, are or will result in violation of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect SellerPurchaser's ability to perform its obligations pursuant to this Agreement. Seller agrees to promptly notify Buyer conduct the operations of the subsequent existence of any such pending or threatened litigation, adverse claim or actionRail Lines following Closing as currently conducted. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.

GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby ------------------------------------------------ represents and warrants to Buyer Company as followsof the date of this Agreement and as of each Closing Date that: 5.1.1. (a) Seller is a corporation Delaware corporation, duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation or formation; Delaware, and it possesses has the requisite corporate or other full power and authority to enter into make the extensions of credit to Borrowers and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and consummate all transactions contemplated hereby. 5.1.2. The Agreement; the execution, delivery and performance of this Agreement has and the other agreements and instruments to be executed by Seller as contemplated hereby have been duly authorized and all corporate or other action necessary to consummate the transactions contemplated by this Agreement have been taken by Seller. 5.1.3. The execution and delivery of this Agreement and the sale of any and all Loans hereunder are not in conflict with and do not violate Applicable Law or the terms of the charter or bylaws of Seller and will not be result in a breach, violation breach of or event of constitute a default (or an event which would become an event of default with the lapse of time or notice or both) under any judgment, decree, agreementunder, or other instrument require any consent under, any indenture, loan or agreement to which Seller is a party party; (b) This Agreement constitutes a legal valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity; (c) All consents, licenses, approvals, or otherwise subject.authorizations of, or registrations or declarations with any Regulatory Authority required to be obtained, effected, or given by Seller in connection with the execution, delivery, and performance of Seller’s obligations under this Agreement and with respect to the Accounts have been duly obtained, effected, or given and are in full force and effect; 5.1.4. Neither (d) There are no Proceedings or investigations pending or, to the sale best knowledge of LoansSeller, nor threatened against Seller (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation by Seller of any of the transactions contemplated by this Agreement, are (iii) seeking any determination or will result ruling that, in violation the reasonable judgment of any applicable federal, state or local law, rule or regulation. 5.1.5. Upon execution and delivery of this Agreement, it shall be a valid and binding obligation of Seller, and enforceable against Seller in accordance with its terms. 5.1.6. To the best of Seller's knowledge, as of the date of this Agreement, other than that certain Memorandum of Understanding entered into as of September 26, 1996 by and among Seller, the Federal Deposit Insurance Corporation and the California Department of Corporations, a copy of which has been provided to Buyer, there is no pending or threatened litigation, adverse claim or action of any kind or nature which, if decided against Seller, would materially and adversely affect Seller's ability to perform the performance by Seller of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement; or (v) which could reasonably be expected to materially and adversely affect Company’s interest in, or the value or collectability of the Receivables; (e) Seller is not subject to an Insolvency Event; (f) Seller is operating the Program in compliance with Applicable Law; (g) Seller is not in default under any agreement, contract, instrument or indenture to which Seller is a party or by which it (or any of its assets) is bound, which default would have a Material Adverse Effect with respect to Seller, the Program or this Agreement, nor has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture that would have a Material Adverse Effect with respect to Seller, the Program or this Agreement; (h) Seller is in compliance in all material respects with all applicable provisions of the AML-BSA Laws and has adopted and put into practice policies and procedures reasonably designed to ensure its ongoing compliance with such laws, which policies and procedures are consistent with generally accepted standards within Seller’s industry for ensuring such compliance; (i) All written information, reports, certificates and statements (other than projections and forward-looking statements) furnished by or on behalf of Seller for purposes of or in connection with the Program this Agreement or any other transaction document contemplated by this Agreement are true, complete and correct in all material respects as of the date such information is stated or certified; provided that with respect to any information regarding a Receivable that was provided to Seller or any of its Affiliates by the Borrower, credit bureau or other third party, Seller only represents and warrants that such information is true and correct to the best of Seller’s knowledge. There is no fact, condition, circumstance or event known to Seller that has not been disclosed to Company in writing which could reasonably be expected to be, have or result in a Material Adverse Effect with respect to Seller, the Program or this Agreement or materially and adversely affect Company’s interest in, or the value or collectability of, the Receivables purchased under this Agreement; (j) Except as expressly disclosed to Company by Seller in writing prior to the Effective Date with respect to certain Back Book Receivables, none of the compensation practices of Seller encourage behavior that is contrary to Applicable Law; (k) Seller maintains all intellectual property and all licenses of, or any other interest in, intellectual property (including the Proprietary Materials) necessary for the origination, identification, collection, enforcement or servicing of, or necessary to maintain the value and validity of, each Receivable by Seller, Genesis, any successor thereto and any other assignees of any of the foregoing. Seller has good and valid title to all such intellectual property (including the Proprietary Materials), free and clear of any Lien. All such intellectual property (including the Proprietary Materials) is valid, subsisting, and enforceable. Seller has prevented any Person from having or obtaining any interests, Liens or other rights to any intellectual property or any licenses of, or any other interest in, intellectual property (including the Proprietary Materials) that could individually or in the aggregate, interfere in any material respect with the origination, identification, collection, enforcement or servicing of, each Receivable by Seller, Genesis, any successor thereto and any other assignees of any of the foregoing or otherwise impair the validity or value of any Receivable; (l) All marketing and training materials utilized by Seller or its Affiliates and agents with respect to the Receivables and the Program comply with the Marketing P&Ps and all Applicable Laws. (m) Seller’s sales practices with respect to the underlying financed merchandise related to the Receivables, and any ancillary products related thereto, comply with all Applicable Laws. (n) The (****), together with any policies forming part of the Marketing P&Ps, related to the Program contains the following criteria: (i) (****); (ii) (****); (iii) (****); (iv) (****); (v) (****); (vi) (****). (o) With respect to the Initial Closing Date, all of the factual statements and representations in any officer’s certificate delivered in connection with the True Sale Opinion on the Initial Closing Date are true and correct in all respects as of the date thereof, and Seller shall have complied with all of the assumptions set forth in such opinion as of the date thereof, including with respect to Seller having a valid business reason for selling the Receivables to Company hereunder, and with all of the statements set forth in such officer’s certificate. The representations and warranties set forth in this Section 10 shall survive the sale, transfer and assignment of the Receivables to Company pursuant to this AgreementAgreement and, with the exception of those representations and warranties contained in Section 10(d) shall be made continuously throughout the Term. In the event that any investigation or Proceeding of the type described in Section 10(d) is instituted or threatened against Seller, Seller agrees to shall promptly notify Buyer Company of the subsequent existence of any such pending or threatened litigation, adverse claim investigation or actionProceeding. 5.1.7. Seller has not, in connection with this transaction, entered into any agreement, incurred any obligation, made any commitment, or taken any action which might result in a claim for or an obligation to pay a sales brokerage commission, finder's fee, or similar fee in respect to the transactions described in this Agreement. Seller agrees to indemnify and hold Buyer harmless from and against any claims, liabilities, damages, or costs (including reasonable attorneys' fees) relating to any broker, agent, or finder or other person, who shall claim to have dealt on behalf of Seller in connection with the transactions contemplated by this Agreement.