Common use of REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for such Contract signed by the Servicer, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its terms, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (iv) shall provide for, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and (vi) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or the Company as the holder of a first priority security interest in such Financed Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Vehicle, the Title Document for such Financed Vehicle will show the Company as the holder of a first priority security interest in such Financed Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related Contract. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents Company covenants and warrants to the Companyagrees that, effective as of the Purchase Date for such Contract, which the following representations and warranties shall be true and shall be reaffirmed by delivery of the Assignment for such Contract Purchased Contracts Certificate signed by the Servicer, as follows: (a) All of the representations and warranties Each Contract conforms with respect to the Servicer set forth in Section 12.12 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings;. (cb) Each Contract (i) shall have been originated in the United States of America by and covers a Leased Vehicle purchased from a dealer for in the retail sale or lease of a Financed the Leased Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and the full and complete title to such Leased Vehicle shall have been validly assigned by such dealer to Servicer the Company in accordance with its terms, (ii) shall have created or shall create ownership of the Leased Vehicle in the name of the Company and a valid, subsisting, subsisting and enforceable first priority security interest in favor of Servicer or the Company and a valid, subsisting and enforceable second priority security interest in favor of the Trustee in the Financed Leased Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the securityLeased Vehicle, (iv) shall provide for, in the event that such Contract is prepaid, a prepayment that fully pays satisfies all required payments pursuant to the principal balanceContract, (v) met at the time of its purchase from the originating dealer meets in all material respects all purchasing criteria set forth on EXHIBIT Exhibit A attached hereto and in the Servicing Agreementhereto, and (vi) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or the Company as the owner of the Leased Vehicle and the Trustee as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 30 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as owner of the Leased Vehicle and the Trustee as the holder of a first priority security interest in such Financed Leased Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a valid and enforceable ownership interest in the Leased Vehicle and the Trustee will have a first priority security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (ed) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed Leased Vehicle shall have complied at the time it was originated or made in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including including, without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B B, M and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (fe) Each Contract shall represent the genuine, legal, valid, valid and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect effects of bankruptcy, insolvency, reorganization, reorganization or other similar laws affecting the enforcement enforceability of creditor's creditors' rights generally. (gf) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (hg) No right of rescission, set offsetoff, counterclaim, counterclaims or defense shall have been asserted or threatened with respect to any ContractsContract. (ih) The Assignment constitutes an enforceable sale and transfer of the Leased Vehicle and the Contract from the Servicer (or other Person from whom the Contract is purchased) they are purchased to the Company and it is the intention of the Servicer that the beneficial interest in and title to the Leased Vehicles and the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (ji) Immediately prior to the Assignment herein contemplated, Servicer (or other the Person from whom such Leased Vehicle or Contract is purchased by the Company) Company had good and marketable title to each Leased Vehicle or Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Leased Vehicle and Contract, free and clear of all liens, encumbrances, security interest, interests and right rights of others. (kj) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, transfer and assignment of such Contract to the Company or the Trustee would be unlawful, void, void or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for date each such Contract signed is executed by the ServicerCompany, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 12.4 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle Servicer in the ordinary course of such an automobile dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its termsthereto, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of Contract lessee for the benefits of the securityContract, (iviii) shall provide forhave met, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer execution, in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing AgreementAgreements, and (viiv) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or Company as the Company owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as the owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed leased Vehicle, and (iii) the Company, upon execution of the Contract, will own the Leased Vehicle and the Trustee, on behalf of the Trust, delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed each Leased Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its 61 68 terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it It is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment execution of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for date each such Contract signed is executed by the ServicerCompany, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 12.4 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle Servicer in the ordinary course of such an automobile dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its termsthereto, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of Contract lessee for the benefits of the securityContract, (iviii) shall provide forhave met, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer execution, in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and (viiv) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or Company as the Company owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as the owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed leased Vehicle, and (iii) the Company, upon execution of the Contract, will own the Leased Vehicle and the Trustee, on behalf of the Trust, delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed each Leased Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it It is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment execution of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for date each such Contract signed is executed by the ServicerCompany, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 12.4 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle Servicer in the ordinary course of such an automobile dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its termsthereto, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Contract lessee for the benfits of the benefits of the securityContract, (iviii) shall provide forhave met, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer execution, in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and (viiv) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or Company as the Company owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as the owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed leased Vehicle, and (iii) the Company, upon execution of the Contract, will own the Leased Vehicle and the Trustee, on behalf of the Trust, delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed each Leased Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it It is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment execution of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for such Contract signed by the Servicer, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its terms, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (iv) shall provide for, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and (vi) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or the Company as the holder of a first priority security interest in such Financed Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Vehicle, the Title Document for such Financed Vehicle will show the Company as the holder of a first priority security interest in such Financed Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related Contract. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the 58 Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for date each such Contract signed is executed by the ServicerCompany, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 12.4 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle Servicer in the ordinary course of such an automobile dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its termsthereto, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of Contract lessee for the benefits of the securityContract, (iviii) shall provide forhave met, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer execution, in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing AgreementAgreements, and (viiv) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or Company as the Company owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as the owner of the Leased Vehicle and the Trustee, on behalf of the Trust, as the holder of a first priority security interest in such Financed leased Vehicle, and (iii) the Company, upon execution of the Contract, will own the Leased Vehicle and the Trustee, on behalf of the Trust, delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (e) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed each Leased Vehicle shall have complied at the time it was originated in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (f) Each Contract shall represent the genuine, legal, valid, and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally. (g) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (h) No right of rescission, set off, counterclaim, or defense shall have been asserted or threatened with respect to any Contracts. (i) The Assignment constitutes an enforceable sale and transfer of the Contract from the Servicer (or other Person from whom the Contract is purchased) to the Company and it It is the intention of the Servicer that the beneficial interest in and title to the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (j) Immediately prior to the Assignment herein contemplated, Servicer (or other Person from whom such Contract is purchased by the Company) had good and marketable title to each Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Contract, free and clear of all liens, encumbrances, security interest, and right of others. (k) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, and assignment execution of such Contract to the Company or the Trustee would be unlawful, void, or voidable.

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents Company covenants and warrants to the Companyagrees that, effective as of the Purchase Date for such Contract, which the following representations and warranties shall be true and shall be reaffirmed by delivery of the Assignment for such Contract Purchased Contracts Certificate signed by the Servicer, as follows: (a) All of the representations and warranties Each Contract conforms with respect to the Servicer set forth in Section 12.12 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings;. (cb) Each Contract (i) shall have been originated in the United States of America by and shall cover a Leased Vehicle purchased from a dealer for in the retail sale or lease of a Financed the Leased Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and the full and complete title to such Leased Vehicle shall have been validly assigned by such dealer to Servicer the Company in accordance with its terms, (ii) shall have created or shall create ownership of the Leased Vehicle in the name of the Company and a valid, subsisting, subsisting and enforceable first priority security interest in favor of Servicer or the Company Trustee in the Financed Leased Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the securityLeased Vehicle, (iv) shall provide for, in the event that such Contract is prepaid, a prepayment that fully pays satisfies all required payments pursuant to the principal balanceContract, (v) met at the time of its purchase from the originating dealer meets in all material respects all purchasing criteria set forth on EXHIBIT Exhibit A attached hereto and in the Servicing Agreementhereto, and (vi) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Leased Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Leased Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or the Company as the owner of the Leased Vehicle and the Trustee as the holder of a first priority security interest in such Financed Leased Vehicle, (ii) within 120 30 days after the Purchase Date for the Contract relating to the Financed Leased Vehicle, the Title Document for such Financed Leased Vehicle will show the Company as owner of the Leased Vehicle and the Trustee as the holder of a first priority security interest in such Financed Leased Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a valid and enforceable ownership interest in the Leased Vehicle and the Trustee will have a first priority security interest in the Financed Vehicle to the same extent as the security interest of the Person named as the original secured party under the related ContractLeased Vehicle. (ed) Each dealer from whom the Contract is purchased shall be required to represent and warrant that each Contract and the sale or lease of the Financed Leased Vehicle shall have complied at the time it was originated or made in all material respects with all requirements of applicable federal, state, and local laws, and regulations thereunder, including including, without limitation, usury laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulations B B, M and Z, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer laws and equal credit opportunity and disclosure laws. (fe) Each Contract shall represent the genuine, legal, valid, valid and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to the effect effects of bankruptcy, insolvency, reorganization, reorganization or other similar laws affecting the enforcement enforceability of creditor's creditors' rights generally. (gf) No provision of a Contract shall have been waived, amended or modified, except as disclosed in writing by Servicer. (hg) No right of rescission, set offsetoff, counterclaim, counterclaims or defense shall have been asserted or threatened with respect to any ContractsContract. (ih) The Assignment constitutes an enforceable sale and transfer of the Leased Vehicle and the Contract from the Servicer (or other Person from whom the Contract is purchased) they are purchased to the Company and it is the intention of the Servicer that the beneficial interest in and title to the Leased Vehicles and the Contracts not be part of Servicer's estate in the event of the filing of a bankruptcy petition by or against Servicer under bankruptcy law. (ji) Immediately prior to the Assignment herein contemplated, Servicer (or other the Person from whom such Leased Vehicle or Contract is purchased by the Company) Company had good and marketable title to each Leased Vehicle or Contract free and clear of all liens, encumbrances, security interests, and rights of others and, immediately upon the transfer thereof pursuant to the Assignment, the Company shall have good and marketable title to each Leased Vehicle and Contract, free and clear of all liens, encumbrances, security interest, interests and right rights of others. (kj) No Contract shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer, transfer and assignment of such Contract to the Company or the Trustee would be unlawful, void, void or voidable.