EXHIBIT 99.7
RECEIVABLES PURCHASE AGREEMENT
between
AUTO LOAN FUNDING TRUST IV,
as Seller
and
BEAR XXXXXXX ASSET BACKED FUNDING II INC.,
as Purchaser
Dated as of October 7, 2003
TABLE OF CONTENTS
Page
----
1. DEFINITIONS..........................................................1
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.........................3
3. CONVEYANCE OF THE RECEIVABLES........................................3
4. SELLER COVENANTS.....................................................5
5. SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS..........................5
6. PROTECTION OF TITLE TO THE PURCHASER.................................5
7. NOTICES..............................................................6
8. SUCCESSORS AND ASSIGNS...............................................6
9. COUNTERPARTS.........................................................6
10. APPLICABLE LAW.......................................................6
11. LIMITATION OF LIABILITY OF OWNER TRUSTEE.............................6
EXHIBIT A..................................................................A-1
EXHIBIT B..................................................................B-1
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This RECEIVABLES PURCHASE AGREEMENT (this "Agreement"), dated as of
October 7, 2003, between AUTO LOAN FUNDING TRUST IV, a Delaware statutory
trust (the "Seller"), and BEAR XXXXXXX ASSET BACKED FUNDING II INC., a
Delaware corporation (the "Purchaser").
PRELIMINARY STATEMENT
Subject to the terms and conditions of this Agreement, the Seller is
selling the Receivables to the Purchaser. The Purchaser may sell the
Receivables to Whole Auto Loan Trust 2003-1, a Delaware statutory trust.
Following such sale, DaimlerChrysler Services North America LLC ("DCS") will
continue to service the Receivables pursuant to the servicing and
administration agreement dated as of September 16, 2003 (as amended, restated,
modified or otherwise supplemented from time to time, the "Receivables
Servicing Agreement") among DCS, as seller, servicer and administrator (in
such capacity, the "Receivables Servicer"), the Seller and the Purchaser. DCS
will act as a subservicer with respect to the Receivables pursuant to the
agreement to subservice and acknowledgement dated as of October 7, 2003 (the
"Acknowledgement") among DCS, Bear Xxxxxxx Asset Receivables Corp., as
servicer, and the Purchaser.
The Receivables are the motor vehicle retail installment sale contacts
described in Exhibit A hereto.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
For all purposes of this Agreement, the following terms shall have the
meanings set forth below:
"Adverse Claim" means any mortgage, pledge, security interest,
hypothecation, assignment, deposit arrangement, encumbrance, lien (consensual,
statutory or other), charge, security arrangement, or any other encumbrance or
other right or claim in, of or on any Person's assets or properties in favor
of any other Person, of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, and any
financing lease having substantially the same economic effect as any of the
foregoing).
"Collection" means any amount paid by an Obligor or any other party
with respect to a Receivable, including Liquidation Proceeds.
"Contract" means, with respect to any Receivable, any and all
instruments, agreements, invoices, or other writings pursuant to which such
Receivable arises or which evidence such Receivable.
"Credit and Collection Policy" means the credit and collection
policies and practices of the Receivables Servicer and any successor
Receivables Servicer relating to Receivables and Contracts, such policies
being subject to unilateral revision or modification at any time by the
Receivables Servicer or successor Receivables Servicer.
"Dealer" means the dealer who sold a Financed Vehicle and who
originated and assigned the related Receivable to DCS under an existing
agreement between such dealer and DCS.
"Deposit Account" means the account established and maintained
pursuant to Section 5.1 of the Receivables Servicing Agreement.
"Finance Charges" means, with respect to any Receivable and its
related Contract, any finance, interest or similar charges owing by an Obligor
pursuant to such Contract, including, without limitation, any charge payable
in connection with any extension or adjustment under such Contract (without
regard to whether any such extension or adjustment is permitted under the
terms of the Receivables Servicing Agreement).
"Financed Vehicle" means an automobile or light-duty truck, together
with all accessions thereto, securing an Obligor's indebtedness under the
applicable Contract.
"Fixed Value Receivable" means any motor vehicle retail installment
contract that provides for amortization of the loan over a series of fixed
level payment monthly installments in accordance with the simple interest
method, but also requires a final payment that is greater than the scheduled
monthly payments and is due after payment of such scheduled monthly payments
and that may be made by (i) payment in full in cash of a fixed value amount,
(ii) return of the Financed Vehicle to the Receivables Servicer provided
certain conditions are satisfied or (iii) refinancing the final fixed value
payment in accordance with specified conditions.
"Insurance Policy" means (i) any comprehensive and collision, fire,
theft or other insurance policy maintained by an Obligor in which the
Receivables Servicer is named as loss payee with respect to one or more
Financed Vehicles, and (ii) any credit, life or disability insurance
maintained by an Obligor in connection with any Contract.
"Liquidated Receivable" means any Receivable liquidated by the
Receivables Servicer through the sale of a Financed Vehicle or otherwise
written off in accordance with the Credit and Collection Policy.
"Liquidation Proceeds" means, with respect to any Liquidated
Receivable, the monies collected in respect thereof, from whatever source, net
of the sum of any amounts expended by the Receivables Servicer in connection
with such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Receivable.
"Obligor" means any Person which is obligated to make payment on a
Receivable.
"OMSC Receivable" means any Receivable acquired by DCS from the
Overseas Military Sales Corporation, or its successor.
"Person" means any corporation, natural person, firm, joint venture,
partnership, limited liability company, trust, unincorporated organization,
enterprise, government or any department or agency of any government.
"Receivable" means the indebtedness and other obligations of an
Obligor arising under a Contract, whether such indebtedness or other
obligations constitute accounts, chattel paper,
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instruments or general intangibles, in each case, as such terms are
defined in the UCC, and including, without limitation, the obligation to pay
any Finance Charges with respect thereto.
"Simple Interest Method" means the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the product of (a) the fixed
rate of interest, (b) the unpaid principal balance, and (c) a fraction, the
numerator of which is the number of days elapsed since the preceding payment
of interest was made and the denominator of which is 365, and the remainder of
such payment is allocable to principal.
"Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.
Capitalized terms used and not otherwise defined herein (including the
Preliminary Statement) shall have the meanings assigned thereto in the amended
and restated trust agreement dated as of September 16, 2003 between the
Purchaser and Chase Manhattan Bank USA, National Association, as owner trustee
(the "Trust Agreement").
2. Representations and Warranties of the Seller.
The Seller represents and warrants to, and agrees with, the Purchaser
that:
(a) This Agreement has been duly authorized, executed and delivered by
the Seller and constitutes a legal, valid and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(b) The Seller's assignment and delivery of the Receivables to the
Purchaser will transfer to the Purchaser all of the Seller's right, title and
interest therein, subject to no prior lien, mortgage, security interest,
pledge, adverse claim, charge or other encumbrance created by the Seller.
(c) With respect to the Receivables, DCS has made the representations
and warranties set forth in Exhibit B hereto.
3. Conveyance of the Receivables.
In consideration of the Purchaser's payment to the Seller of
$750,000,609.33 (the "Purchase Price"), the Seller does hereby irrevocably
sell, transfer, assign and otherwise convey to the Purchaser without recourse
(subject to the obligations herein) all of Seller's right, title and interest
in, to and under the following, whether now owned or existing or hereafter
acquired or arising (collectively, the "Purchased Property"): (x) (i) the
Receivables and all Collections received thereunder on or after September 3,
2003, (ii) the Financed Vehicles, the financing of the purchase of which gave
rise to such Receivable, including, without limitation, all of the Seller's
right, title and interest in and to the proceeds of the Insurance Policies,
and all
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warranties, indemnities, service obligations and other contract rights
issued or granted by, or otherwise existing under applicable law against, the
manufacturer or Dealer in respect of such Financed Vehicle, (iii) all other
security interests or liens and property subject thereto from time to time, if
any, purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable, or otherwise, together with all financing
statements signed by an Obligor describing any collateral securing such
Receivable, and including, without limitation, all security interests or
liens, and property subject thereto, granted by any Person (whether or not the
primary Obligor on such Receivable) under or in connection therewith, (iv) all
books, records and other information relating to such Receivable, including,
without limitation, all Contracts, (v) all service contracts and other
contracts and agreements relating to such Receivable, (vi) any proceeds from
recourse to Dealers with respect to Receivables with respect to which the
Receivables Servicer has determined in accordance with its customary servicing
procedures that eventual payment in full is unlikely, (vii) all funds on
deposit from time to time in the Deposit Account, to the extent related to the
Receivables, and in all investments and proceeds thereof (including all income
thereon), (viii) any Financed Vehicle that shall have secured a Receivable and
shall have been acquired by or on behalf of DCS or the Seller, and (ix) all
present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing, and (y) all rights of
the Seller under (A) the Purchase Agreement dated September 16, 2003 (the
"Purchase Agreement") between DCS, as seller, and Bear Xxxxxxx Asset Backed
Funding II Inc., as purchaser, and (B) the Receivables Servicing Agreement
(including without limitation the representations and warranties of DCS
thereunder), but in the case of (A) and (B), only to the extent such rights
relate to the Receivables.
The sale, transfer, assignment and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by the Purchaser of
any obligation of the Seller to the Obligors or any other Person in connection
with the Purchased Property or any agreement, document or instrument related
thereto. The Seller and the Purchaser intend that the sale, transfer,
assignment and conveyance of the Purchased Property and other rights and
property pursuant to this Section 3 shall be a sale and not a secured
borrowing. However, in the event that such transfer is deemed to be a transfer
for security, the Seller hereby grants to the Purchaser a first priority
security interest in all of the Seller's right, title and interest in, to and
under the Purchased Property whether now owned or existing or hereafter
acquired or arising and all proceeds thereof (including, without limitation,
"proceeds" as defined in the Uniform Commercial Code as in effect from time to
time in the State of New York) and all other rights and property transferred
hereunder to secure a loan in an amount equal to the Purchase Price, and in
such event, this Agreement shall constitute a security agreement under
applicable law. The Seller hereby authorizes the Purchaser or its agents to
file such financing statements and continuation statements as the Purchaser
may deem advisable in connection with the security interest granted by the
Seller pursuant to the preceding sentence.
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4. Seller Covenants.
The Seller shall cause the following to occur:
(a) The Purchaser shall have received an opinion of Sidley Xxxxxx
Xxxxx & Xxxx LLP, in its capacity as counsel to the Purchaser, addressed to
the Purchaser and dated the Closing Date, with respect to such matters as the
Purchaser requires, and the Seller shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.
(b) The Purchaser shall have received copies of the Purchase
Agreement, the Receivables Servicing Agreement and the Acknowledgement.
(c) The Purchaser shall have received an opinion of Xxxxxxxx, Xxxxxx &
Finger, P.A., in its capacity as counsel to the Seller, addressed to the
Purchaser and dated the Closing Date, with respect to such matters as the
Purchaser requires, and the Seller shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.
(d) The Purchaser shall have received evidence satisfactory to it
that, within ten days of the date hereof, UCC-1 financing statements have been
or are being filed in the office of the Secretary of State of the State of
Delaware reflecting the transfer of the interest of the Seller in the
Purchased Property and the proceeds thereof to the Purchaser.
The Seller will provide or cause to be provided to the Purchaser such
conformed copies of such opinions and documents as the Purchaser may
reasonably request.
5. Survival of Representations and Obligations.
The respective agreements, representations, warranties and other
statements of the Seller and the Purchaser set forth in or made pursuant to
this Agreement or contained in certificates of the Seller submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation or statement as to the results thereof made by or on behalf of
the Purchaser or the Seller or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Purchased Property.
6. Protection of Title to the Purchaser.
(a) The Seller shall file such financing statements and cause to be
filed such continuation statements, all in such manner and in such places as
may be required by law fully to preserve, maintain and protect the interest of
the Purchaser in the Purchased Property and in the proceeds thereof. The
Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped
copies of, or filing receipts for, any document filed as provided above, as
soon as available following such filing. The Seller hereby authorizes the
filing of such financing statements and continuation statements.
(b) The Seller shall not change its name, identity or organizational
structure in any manner that would, could or might make any financing
statement or continuation statement filed
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in accordance with paragraph (a) above seriously misleading within the
meaning of ss. 9-506(c) or ss. 9-508(b) of the UCC, unless it shall have given
the Purchaser at least five days' prior written notice thereof and shall have
promptly filed appropriate amendments to all previously filed financing
statements or continuation statements.
(c) The Seller shall have an obligation to give the Purchaser at least
60 days' prior written notice of any change in the jurisdiction in which it is
organized if, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement and
shall promptly file any such amendment or new financing statement.
7. Notices.
All communications hereunder will be in writing and, if sent to the
Purchaser, will be mailed, delivered or telegraphed and confirmed to Bear
Xxxxxxx Asset Backed Funding II Inc., c/o Bear Xxxxxxx & Co. Inc., 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile: (000) 000-0000, Attention: Xxxxx
Xxxxxx; and if sent to the Seller, will be mailed, delivered or telegraphed,
and confirmed to it at Auto Loan Funding Trust IV, c/o Chase Manhattan Bank
USA, National Association, c/o JPMorgan Chase, 000 Xxxxxxx Xxxxxxxxxx Xxxx,
XX0/XXX0, Xxxxxx, Xxxxxxxx 00000, facsimile: (000) 000-0000, Attention:
Institutional Trust Services, with a copy to Bear Xxxxxxx Investment Products,
Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile: (000) 000-0000,
Attention: Xxxxxxxx Xxxxx. Any such notice will take effect at the time of
receipt.
8. Successors and Assigns.
This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and their officers
and directors and controlling persons, and no other person will have any right
or obligations hereunder.
9. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement.
10. Applicable Law.
THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
11. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this
instrument has been
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signed by Chase Manhattan Bank USA, National Association not in its
individual capacity but solely in its capacity as Owner Trustee of the Seller
and in no event shall Chase Manhattan Bank USA, National Association in its
individual capacity or any beneficial owner of the Seller have any liability
for the representations, warranties, covenants, agreements or other
obligations of the Seller hereunder, as to all of which recourse shall be had
solely to the assets of the Seller. For all purposes of this Agreement, in the
performance of any duties or obligations of the Seller hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
AUTO LOAN FUNDING TRUST IV
By Chase Manhattan Bank USA, National
Association, not in its individual
capacity, but solely as Owner
Trustee
By: /s/ Xxxx X. Xxxxxx
________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
BEAR XXXXXXX ASSET BACKED
FUNDING II INC.
By: /s/ Xxxxx Xxxxxx
______________________________
Name: Xxxxx Xxxxxx
Title: Senior Vice President
EXHIBIT A
Information as to the Receivables as of September 3, 2003. This information
may be provided in the form of a computer tape or disk.
Loan ID Principal Balance Contract APR Maturity Date
------- ----------------- ------------ -------------
[on file with Sidley Xxxxxx Xxxxx & Xxxx LLP]
A-1
EXHIBIT B
DaimlerChrysler Services North America LLC ("DCS") has made the
following representations and warranties with respect to the Receivables
(capitalized terms used and not defined in this Exhibit B shall have the
meaning(s) ascribed thereto in the servicing and administration agreement
dated as of September 16, 2003 (the "Receivables Servicing Agreement") among
DCS, as seller, servicer and administrator, Auto Loan Funding Trust IV and
Bear Xxxxxxx Asset Backed Funding II Inc.):
(a) no selection procedures believed by DCS to be adverse to
Auto Loan Funding Trust IV were or will be used in selecting the
Receivables for purchase under the Purchase Agreement,
(b) each Receivable is an Eligible Receivable,
(c) there has been no material change in any Credit and
Collection Policy that would have a material adverse effect on the
performance of the Receivables,
(d) the Receivable Files are kept at one or more of the
locations listed in Schedule A to the Receivables Servicing Agreement,
(e) the latest scheduled maturity of any Receivable shall be no
later than the Final Scheduled Maturity Date,
(f) as of the cut-off date, approximately 83.13% of the
aggregate principal balance of the Receivables, constituting
approximately 80.76% of the number of Receivables, represents new
vehicles; all of the Receivables are Simple Interest Receivables; and
none of the Receivables are Fixed Value Receivables or OSMC
Receivables; the balance of the Receivables as of the cut-off date is
$750,000,609.33,
(g) as of the related cut-off date, no Obligor on a Receivable
is shown on the Receivable Files as the subject of a bankruptcy
proceeding, and
(h) DCS's underwriting criteria with respect to the Receivables
was not materially different than DCS's underwriting criteria with
respect to its public retail receivable securitization transactions.
"Eligible Receivable" means, as of the related cut-off date, any Receivable:
(i) the Obligor of which (a) is a resident of the United States
and (b) is not an affiliate of the originating Dealer or any of the parties
hereto,
(ii) the Obligor of which is not the subject of any bankruptcy,
insolvency or reorganization proceeding or any other proceeding seeking the
entry of an order for relief or the appointment of a receiver, trustee or
other similar official for it or any substantial part of its property,
B-1
(iii) which is not a Delinquent Receivable,
(iv) which is "tangible chattel paper" within the meaning of Section
9-102 of the UCC of all applicable jurisdictions,
(v) which is denominated and payable only in United States
dollars in the United States,
(vi) which (a) has been originated in the United States by a Dealer
for the retail sale of a Financed Vehicle in the ordinary course of such
Dealer's business, (b) was fully and properly executed by the parties thereto,
(c) was purchased by DCS from such Dealer under an existing dealer agreement,
(d) satisfies all applicable requirements of the Credit and Collection Policy,
and (e) which is assignable by DCS to Auto Loan Funding Trust IV,
(vii) which is neither an OMSC Receivable nor a Fixed Value
Receivable,
(viii) which does not have forced-placed physical damage insurance,
(ix) which arises under a Contract (a) which, together with such
Receivable, is in full force and effect and constitutes the genuine, legal,
valid and binding payment obligation in writing of the related Obligor,
enforceable against such Obligor in accordance with its terms and (b) with
respect to which (1) no default, breach, violation, or event permitting
acceleration under the terms thereof has occurred and (2) there has not arisen
any condition that, with notice or lapse of time or both, would constitute a
default, breach, violation or event permitting acceleration under the terms
thereof, and DCS has not waived and shall not waive any of the foregoing,
(x) which, together with the related Contract, (a) is secured by
a perfected, valid, subsisting and enforceable first priority security
interest in favor of DCS in the related Financed Vehicle, (b) contains
customary and enforceable provisions such that the rights and remedies of the
holder of such security interest are adequate for realization against the
collateral of the benefits of the security, and (c) was originated and
transferred to DCS without any conduct constituting fraud or misrepresentation
on the part of the applicable Dealer or DCS,
(xi) which, together with the related Contract, immediately following
the execution of such Contract, was purchased by (and the originating Dealer
has validly assigned all of its right, title and interest therein to) DCS, and
such purchase and assignment of such Receivable, such Contract and the Related
Security to DCS is expressly contemplated in such Contract,
(xii) which, together with the Contract related thereto, and the sale
of the Financed Vehicle complied at the time it was originated or made and, at
the execution of this Agreement, complies with all requirements of, and does
not contravene any, federal, state or local laws and regulations, including
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 Xxxxxxxx-Xxxx Warranty Act, the Federal
Reserve Board's Regulations B and Z, the Texas Consumer Credit Code and State
adaptations of the National Consumer Act and of the Uniform Consumer Credit
Code, and other consumer credit laws and equal credit opportunity and
disclosure laws,
B-2
(xiii) the Financed Vehicle securing which (a) is free and clear of
any Adverse Claim other than the security interest therein then being assigned
by DCS to Auto Loan Funding Trust IV, and no enforcement action, whether by
repossession or otherwise, has been taken with respect to such Financed
Vehicle, and (b) is covered by the Required Insurance in respect of such
Financed Vehicle, and such Required Insurance is in full force and effect, and
the proceeds of the Required Insurance have been assigned to DCS and such
proceeds are fully assignable to the Issuer,
(xiv) with respect to the outstanding balance thereof, such
outstanding balance is scheduled to be paid in equal consecutive monthly
installments that fully amortize the Amount Financed by maturity,
(xv) which Receivable bears interest at the per annum rate stated on
the face of the related Contract, which per annum rate remains fixed during
the term of such Receivable and accrued interest on such Receivable is payable
monthly, in arrears,
(xvi) which Receivable is not due from the United States of America or
any State or from any agency, department or instrumentality of the United
States of America or any State,
(xvii) which Receivable has not been satisfied, subordinated or
rescinded, nor has any Financed Vehicle been released from the lien granted by
the related Receivable in whole or in part,
(xviii) which Receivable has not been amended such that the amount of
the Obligor's scheduled payments has been increased,
(xix) as to which no provision of such Receivable or the related
Contract has been waived,
(xx) as to which Receivable and the related Contract, no right of
rescission, setoff, counterclaim or defense has been asserted or threatened,
(xxi) which Receivable has not been originated in, and is not subject
to the laws of, any jurisdiction under which the sale, transfer and assignment
of such Receivable or any Receivable under this Agreement is unlawful, void or
voidable,
(xxii) as to which Receivable, all filings (including UCC filings)
necessary in any jurisdiction to give the Issuer a first perfected ownership
interest in such Receivable shall have been made,
(xxiii) as to which Receivable, there is only one original executed
copy of the related Contract,
(xxiv) which Receivable has a final maturity date before September 30,
2009.
(xxv) (A) which Receivable has a first scheduled due date on or prior
to the end of the month following the related cut-off date and (B) which
Receivable does not have a payment that is more than 30 days overdue as of the
related cut-off date, and
B-3
(xxvi) which Receivable has an outstanding principal balance of at
least $1,000.00.
B-4