Common use of Representations and Warranties of the Settlor Clause in Contracts

Representations and Warranties of the Settlor. By execution of this Agreement, the Settlor makes the following representations and warranties for the benefit of the Underlying Trustee (which are made as of the date of this Agreement as shall survive the execution and delivery of this Agreement and the issuance of the Underlying Trust Certificate): (a) The Servicer (or other third party custodian) has in its possession all original copies of the simple interest promissory notes and security agreements that constitute or evidence those Contracts evidenced by physical or electronic contracts. Upon the transfer of the Contracts pursuant to the Transfer and Sale Agreement and the Sale and Servicing Agreement, the Underlying Trust will be identified as the “owner of record” on all electronic chattel paper relating to the Contract, and the Underlying Trust will have “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper relating to the Contract. The Contract will not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Underlying Trust. (b) The Underlying Trust is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from registration under such act, and does not rely solely upon the exemptions in Sections 3(c)(1) and 3(c)(7) of such act. (c) As of the Date of Issuance, the Sale and Servicing Agreement is in full force and effect, and all of the Contracts are being serviced thereunder. (d) The Settlor represents and warrants (which representations and warranties are made with respect to the particular Contracts acquired by the Underlying Trustee as of the date of acquisition thereof, survive the acquisition of the Contracts on such date, and may not be waived): (i) Each Contract is either “tangible chattel paper” or “electronic chattel paper”. Each Contract is evidenced by either (i) one executed tangible record constituting or forming a part of the Contract that is “tangible chattel paper”, or (ii) a single “authoritative copy” of the electronic record constituting or forming a part of the Contract that is “electronic chattel paper”. Terms in quotation marks have the meaning assigned to them in the applicable UCC. (ii) Upon the acquisition thereof pursuant to the Sale and Servicing Agreement, the Underlying Trustee will own and have good and marketable title to the Contract free and clear of any encumbrance or lien, except for any Permitted Liens. (iii) No consents are required by the terms of the Contracts to the acquisition of Contracts by the Underlying Trustee pursuant to the Sale and Servicing Agreement. (iv) The Sale and Servicing Agreement creates a valid and continuing “security interest” (as defined in Article 9 of the UCC) in the Contracts sold pursuant thereto, in favor of the Underlying Trustee. (v) The Settlor has caused or will have caused, within ten days of the date of acquisition of Contracts, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interests in such Contracts granted to the Underlying Trustee under the Sale and Servicing Agreement. (vi) The Settlor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Contracts. The Settlor has not authorized the filing of and is not aware of any financing statements against the Settlor that include a description of collateral covering the Contracts. The Settlor is not aware of any judgment or tax lien filings against the Settlor.

Representations and Warranties of the Settlor. By execution of this Agreement, the Settlor makes the following representations and warranties for the benefit of the Underlying Trustee (which are made as of the date of this Agreement as shall survive the execution and delivery of this Agreement and the issuance of the Underlying Trust Certificate): (a) The A Servicer (or other third party custodian) has in its possession all original copies of the simple interest promissory notes and security agreements and retail installment sale contracts that constitute or evidence those Contracts evidenced by physical or electronic contracts. Upon the transfer of the Contracts pursuant to the Transfer and Sale Agreement and the Sale and Servicing Agreement, the Underlying Trust will be The Seller is identified as the “owner of record” on all electronic chattel paper relating to the Contract, and the Underlying Trust will have Seller has “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper relating to the Contract. The Contract will does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Underlying TrustTrust Depositor. (b) The Underlying Trust is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from registration under such act, and does not rely solely upon the exemptions in Sections 3(c)(1) and 3(c)(7) of such act. (c) As of the Date of Issuance, the Sale and Servicing Agreement is in full force and effect, and all of the Contracts are being serviced thereunder. (d) The Settlor represents and warrants (which representations and warranties are made with respect to the particular Contracts acquired by the Underlying Trustee as of the date of acquisition thereof, survive the acquisition of the Contracts on such date, and may not be waived): (i) Each Contract is either “tangible chattel paper” or “electronic chattel paper”. Each Contract is evidenced by either (i) one executed tangible record constituting or forming a part of the Contract that is “tangible chattel paper”, or (ii) a single “authoritative copy” of the electronic record constituting or forming a part of the Contract that is “electronic chattel paper”. Terms in quotation marks have the meaning assigned to them in the applicable UCC. (ii) Upon the acquisition thereof pursuant to the Sale and Servicing Agreement, the Underlying Trustee will own and have good and marketable title to the Contract free and clear of any encumbrance or lien, except for any Permitted Liens. (iii) No consents are required by the terms of the Contracts to the acquisition of Contracts by the Underlying Trustee pursuant to the Sale and Servicing Agreement. (iv) The Sale and Servicing Agreement creates a valid and continuing “security interest” (as defined in Article 9 of the UCC) in the Contracts sold pursuant thereto, in favor of the Underlying Trustee. (v) The Settlor has caused or will have caused, within ten days of the each date of acquisition of Contracts, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interests in such Contracts granted to the Underlying Trustee under the Sale and Servicing Agreement. (vi) The Settlor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Contracts. The Settlor has not authorized the filing of and is not aware of any financing statements against the Settlor that include a description of collateral covering the Contracts. The Settlor is not aware of any judgment or tax lien filings against the Settlor.