EXHIBIT 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of this _____ day of __________,
2001, by and between United Fidelity Finance, LLC, a Delaware limited liability
company (the "Purchaser"), and United Fidelity Bank, FSB, a federally-chartered
savings association (the "Seller").
WHEREAS, the Purchaser desires to purchase certain Receivables (as
defined below) from the Seller and the Seller desires to sell such Receivables
to the Purchaser; and
WHEREAS, the Seller currently services the Receivables and expects to
service the Receivables on behalf of the United Fidelity Auto Trust 2001-A and
to receive the benefits of acting as servicer in such capacities.
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall, unless the
context otherwise requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms of the terms defined):
"Agreement" means this Purchase Agreement and all amendments hereof and
supplements hereto.
"Assignment" means the document of assignment attached to this
Agreement as Annex A.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in Chicago, Illinois or New York, New York (or, if
the Servicer has previously provided notice to the Trustee that such day is not
a Business Day, Indianapolis, Indiana) shall be authorized or obligated by law,
executive order or governmental decree to be closed.
"Closing Date" means the date specified as such in Article II of the
Trust and Servicing Agreement.
"Cutoff Date" means the date specified as such in the Trust and
Servicing Agreement.
"Dealer" means the seller of a Financed Vehicle, who originated and
assigned the related Receivable to the Seller under an existing agreement with
the Seller or who arranged for a loan from the Seller to the purchaser of a
Financed Vehicle under an existing agreement with the Seller.
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"Distribution Date" means, for each Collection Period, the third
Business Day after the 5th day of the following month.
"Financed Vehicle" means a new or used automobile, light truck or van,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens, and any liens
which attach to the respective Receivable by operation of law.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Seller, which counsel shall be acceptable to the Purchaser and
the Trustee.
"Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.
"Trust and Servicing Agreement" means the Trust and Servicing Agreement
by and between United Fidelity Finance, LLC, as seller, and United Fidelity
Bank, FSB, as servicer, dated as of _______________, 2001.
"Purchase Amount" of any Receivable, as of the close of business on the
last day of any Collection Period, means the amount equal to the sum of the
Principal Balance of such Receivable plus any unpaid interest accrued and due
during or prior to such Collection Period on such Receivable.
"Receivable" means any simple interest installment sales contract or
installment loan and security agreement which shall appear on Schedule A to this
Agreement.
"Receivable Files" means the following documents or instruments with
respect to each Receivable:
(i) The original of the Receivable.
(ii) The original credit application fully executed by the Obligor.
(iii) The original certificate of title or such documents that the
Seller shall keep on file, in accordance with its customary
procedures, evidencing the security interest of the Seller in the
Financed Vehicle.
(iv) Any and all other documents that the Seller shall keep on file,
in accordance with its customary procedures, relating to a
Receivable, an Obligor, or a Financed Vehicle.
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"Servicer" means initially the Seller and thereafter any Person
appointed as the successor Servicer as provided in Section 13.02 of the Trust
and Servicing Agreement.
"Trust" means the trust created by the Trust and Servicing Agreement.
"Trustee" means ____________________, a banking corporation organized
under the laws of the State of __________ and its successors or any corporation
resulting from or surviving any merger or consolidation to which it or its
successors may be a party or any successor trustee at the time serving as
successor trustee hereunder.
"UCC" means the Uniform Commercial Code as in effect in the respective
jurisdiction.
Capitalized terms used herein but not defined herein have the meanings
assigned to them in the Trust and Servicing Agreement.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
Section 2.01 Purchase and Sale of Receivables.
(a) Purchase and Sale of Receivables. Simultaneously with the transactions
occurring on the Closing Date pursuant to the Trust and Servicing Agreement, the
Seller shall sell, transfer, assign and otherwise convey to the Purchaser,
without recourse;
(i) all right, title, and interest of the Seller in and to the
Receivables listed in Schedule A hereto;
(ii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims or refunds
of premiums on any physical damage, lender's single interest,
credit life, disability and hospitalization insurance policies
covering Financed Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse to
Dealers relating to the Receivables;
(v) all documents contained in the Receivable Files;
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(vi) all monies paid thereon, and all monies due thereon, including
Accrued Interest after the Cutoff Date (but excluding interest
paid prior to the Closing Date), with respect to the Receivables
held by the Servicer; and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any contracts
with Dealers related to any "dealer reserve" or any rights to the recapture of
any dealer reserve.
(b) Receivables Purchase Price. In consideration for the Receivables, the
Purchaser shall on the Closing Date pay to the Seller the purchase price for
such Receivables, equal to the Principal Balance of such Receivables at the
Cutoff Date in the amount of $______________.
Section 2.02 Closing the Purchase and Sale.
(a) The Closing. The closing of the sale of Receivables (the "Closing")
shall take place at the offices of the Purchaser in Evansville, Indiana, on the
Closing Date, simultaneously with the closing under the Trust and Servicing
Agreement.
(b) Documents to be Delivered at the Closing.
(i) The Assignment. On or prior to the Closing, the Seller will
execute and deliver the Assignment. The Assignment shall be in
substantially the form of Annex A hereto.
(ii) Evidence of UCC Filing. The Seller shall record and file, at its
own expense, one or more financing statements with respect to the
Receivables in such manner and in such places as required by law
fully to preserve, maintain and protect the interest of the
Purchaser in the Receivables and other property conveyed to the
Purchaser hereunder, and shall deliver a file-stamped copy of
such financing statements or other evidence of such filings to
the Purchaser on or prior to the Closing Date.
(iii) Schedule of Receivables. The Seller shall at its own expense, on
or prior to the Closing Date, indicate in its computer files
those Receivables that have been sold or otherwise conveyed to
the Purchaser pursuant to this Agreement and deliver to the
Purchaser (or to the Trustee on the Purchaser's behalf) a
computer file, hard copy or microfiche list containing a true and
complete list of all such Receivables.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties Regarding the Seller. The
Seller hereby represents and warrants to the Purchaser as of the date hereof and
as of the Closing Date;
(a) Organization and Good Standing. The Seller is duly organized and is
validly existing as a federally-chartered savings association under the laws of
the United States, and has full corporate power, authority and legal right to
execute and deliver this Agreement and to perform the terms and provisions
hereof.
(b) Due Authorization. The execution, delivery and performance of this
Agreement by the Seller has been duly authorized by all necessary corporate
action, does not require any approval or consent of any governmental agency or
authority, does not and will not violate or result in a breach which would
constitute a material default under, any agreement for borrowed money binding
upon or applicable to it or to its property which is material to it or its
subsidiaries (whether or not consolidated) taken as a whole, or to the best of
the Seller's knowledge, any law or governmental regulation or court decree
applicable to it or such material property, and this Agreement is the valid,
binding and enforceable obligation of the Seller except as the same may be
limited by insolvency, bankruptcy or other similar laws of general application
affecting the enforcement of creditors' rights or general equity principles.
(c) Accuracy of Information. All information heretofore furnished by the
Seller in writing to the Purchaser for purposes of or in connection with this
Agreement or any transaction contemplated hereby is true and accurate in every
material respect or based on reasonable estimates on the date as of which such
information is stated or certified.
(d) No Proceedings. There are no proceedings or investigations pending, or,
to the best knowledge of the Seller, threatened against the Seller before any
court, regulatory body, administrative agency or other tribunal or governmental
instrumentality seeking any determination or ruling that, in the reasonable
judgment of the Seller, would have a material adverse effect on the performance
by the Seller of its obligations under this Agreement.
Section 3.02 Representations and Warranties Regarding the Receivables. The
Seller makes the following representations and warranties as to the Receivables
on which the Purchaser relies in purchasing the Receivables. Such
representations and warranties speak as of the execution and delivery of the
Agreement, but shall survive the sale, transfer, and assignment of the
Receivables by the Seller to the Purchaser hereunder and by the Purchaser to the
Trustee under the Trust and Servicing Agreement.
(a) Characteristics of Receivables. Each Receivable (i) shall have been
either (A) originated in the United States of America by a Dealer for the retail
sale of a Financed Vehicle in the
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ordinary course of such Dealer's business, shall have been purchased by the
Seller from such Dealer and shall have been validly assigned by such Dealer to
the Seller in accordance with its terms and, pursuant to this Agreement, by the
Seller to the Purchaser or (B) shall have been originated in the United States
of America by the Seller and in either case, validly sold and assigned, pursuant
to this Agreement, by the Seller to the Purchaser, (ii) shall have been fully
and properly executed by the parties thereto, (iii) shall have created or shall
create a valid, subsisting, and enforceable first priority perfected security
interest in favor of the Seller in the Financed Vehicle, which security interest
shall be assignable and shall have been validly assigned by the Seller to the
Purchaser, (iv) 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, and (v) shall bear a
fixed rate of interest.
(b) Schedule of Receivables. The information set forth in Schedule A to the
Agreement shall be true and correct in all material respects as of the closing
of business on the Cutoff Date, and no selection procedures believed to be
adverse to the Certificateholders shall have been utilized in selecting the
Receivables.
(c) Compliance with Law. Each Receivable and each sale of the related
Financed Vehicle shall have complied at the time it was originated or made and
at the execution of the Agreement shall comply 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 Billing
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, and State adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code, and other applicable
consumer credit laws and equal credit opportunity and disclosure laws.
(d) Binding Obligation. Each Receivable 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.
(e) No Government Obligor. None of the Receivables shall be due from the
United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or any local
government.
(f) Security Interest in Financed Vehicle. Immediately prior to the sale,
assignment, and transfer thereof, each Receivable shall be secured by a validly
perfected first priority security interest in the Financed Vehicle in favor of
the Seller as secured party or all necessary and appropriate actions with
respect to such Receivable shall have been taken to perfect a first priority
security interest in the Financed Vehicle in favor of the Seller as secured
party.
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(g) Receivables in Force. No Receivable shall have been satisfied,
subordinated, or rescinded, nor shall any Financed Vehicle have been released
from the lien granted by the related Receivable in whole or in part.
(h) No Waiver. No provision of a Receivable shall have been waived.
(i) No Defenses. No right of rescission, setoff, counterclaim, or defense
shall have been asserted or threatened with respect to any Receivable.
(j) No Liens. No liens or claims shall have been filed, including liens for
work, labor, or materials relating to a Financed Vehicle that shall be liens
prior to, or equal or coordinate with, the security interest in the Financed
Vehicle granted by the Receivable.
(k) No Default. Except for payment defaults continuing for a period of,
during the last year, not more than 30 days as of the Cutoff Date, no default,
breach, violation, or event permitting acceleration under the terms of any
Receivable shall have occurred; and no continuing condition that with notice or
the lapse of time would constitute a default, breach, violation, or event
permitting acceleration under the terms of any Receivable shall have arisen; and
neither the Seller shall have waived any of the foregoing.
(l) Insurance. Each Obligor has agreed to obtain physical damage insurance
covering the Financed Vehicle.
(m) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated, taken as a whole, constitute a sale of the
Receivables from the Seller to the Purchaser and that the beneficial interest in
and title to the Receivables not be part of the receivership estate in the event
of the appointment of a receiver for the Seller. No Receivable has been sold,
transferred, assigned, or pledged by the Seller to any Person other than the
Purchaser, except for pledges as shall have been duly and fully released.
Immediately prior to the transfer and assignment herein contemplated, the Seller
had good and marketable title to each Receivable free and clear of all liens,
and, immediately upon the transfer thereof, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all liens and rights of
others and the transfer and assignment herein contemplated has been perfected
under the UCC.
(n) Lawful Assignment. No Receivable shall have been originated in, or
shall be subject to the laws of, any jurisdiction under which the sale,
transfer, and assignment of such Receivable under the Agreement or transfers of
the Certificates would be unlawful, void, or voidable.
(o) All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Purchaser a first priority
perfected security interest in the Receivables shall have been made.
(p) One Original. There shall be only one original executed copy of each
Receivable.
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(q) Original Number of Scheduled Payments. Each Receivable shall have not
less than 12 nor greater than 84 monthly payments scheduled at origination.
(r) Remaining Maturity of Receivables. Each Receivable shall have a
remaining maturity of not more than 84 months.
(s) Minimum Note Rate. Each Receivable shall have a contract rate of
interest (exclusive of prepaid finance charges) equal to or greater than ____%
and less than or equal to _____%.
(t) Scheduled Payments. Each Receivable shall be not more than 30 days
overdue as of the Cutoff Date.
(u) Interest Method. Each Receivable shall provide for accrual of interest
according to the simple interest method and shall provide for monthly payments
of principal and interest that fully amortize the Amount Financed by maturity
and for a finance charge or yield interest at its Note Rate.
(v) Latest First Payment Date. No Receivable shall have had a first payment
due after ________________.
(w) Location of Receivable Files. The Receivable Files shall be kept at one
or more of the locations listed in Annex B hereto.
(x) Composition of Receivables. Each and every Receivable listed on
Schedule A hereto shall arise from loans originated only on automobiles, light
trucks, vans or van conversions.
(y) Marking Records. By the Closing Date, the Seller will have caused the
portions of the electronic ledger or similar computer records relating to the
Receivables conveyed to the Purchaser hereunder to be clearly and unambiguously
marked to show that such Receivables constitute property of the Purchaser and/or
have been conveyed by Purchaser to the Trust and constitute part of the Trust in
accordance with the terms of the Trust created under the Trust and Servicing
Agreement.
Section 3.03 Repurchase Upon Breach. The Purchaser or the Seller, as the
case may be, shall inform the other parties promptly, in writing, upon the
discovery of any breach of the representations and warranties under Section
3.02. Unless the breach shall have been cured by the second Record Date under
Section 7.02 (as described in the Trust and Servicing Agreement), following the
discovery, the Seller shall repurchase from the Purchaser any Receivable
materially and adversely affected by the breach as of such Record Date (or, at
the Seller's option, the first Record Date following the discovery). In
consideration of the purchase of the Receivable, the Seller shall remit the
Purchase Amount to or for the account of the Purchaser. The sole remedy of the
Purchaser shall be to require the Seller to repurchase Receivables pursuant to
this Section 3.03. The Seller hereby consents to the assignment by the Purchaser
of its rights under this Section 3.03 to the Trust in the Trust and Servicing
Agreement and, in the event of such assignment, agrees to remit the
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Purchase Amount in respect of any repurchased Receivable directly to the Trust
Collection Account as provided for in the Trust and Servicing Agreement. Seller
acknowledges that the Trust shall be third party beneficiary in respect of the
rights and benefits arising hereunder that are so assigned by Purchaser.
Moreover, the Seller hereby authorizes the Purchaser and its assignee on behalf
of the Seller to execute and deliver certificates of title for any Financed
Vehicle securing a Receivable naming the Seller as secured party, and such other
documents or certificates as may be necessary in connection therewith, in order
to identify the Purchaser or its assignee, as appropriate, as the secured party
with respect to such Financed Vehicle.
ARTICLE IV
CONDITIONS PRECEDENT TO CLOSING
The obligation of the Purchaser to purchase Receivables on the Closing Date
is subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and warranties
of the Seller hereunder shall be true and correct on the Closing Date with the
same effect as if then made.
(b) Documents, Other Obligations. The Seller shall have delivered the
documents and performed all other obligations to be performed by it hereunder.
ARTICLE V
ADDITIONAL AGREEMENTS
The Seller agrees with the Purchaser as follows:
Section 5.01 Conflicts with Trust and Servicing Agreement. To the extent
that any provision of Sections 5.02 and 5.03 of this Agreement conflicts with
any provision of the Trust and Servicing Agreement, the provisions of the Trust
and Servicing Agreement shall govern.
Section 5.02 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law to fully preserve, maintain, and protect
the interest of the Purchaser, the Certificateholders and/or the Trustee under
the Trust and Servicing Agreement in the Receivables and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser
and/or the Trustee file- stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.
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(b) The Seller shall not change its name, identity, or corporate structure
in any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of 9-402(7) of the UCC, unless it
shall have given the Purchaser at least 60 days prior written notice thereof.
(c) The Seller shall give the Purchaser at least 60 days prior written
notice of any relocation of its principal executive office 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 (in which case the Servicer shall file or cause
to be filed such amendment or continuation statement or new financing
statement).
(d) The Seller shall cause its computer systems to be maintained such that,
from and after the time of sale of the Receivables under this Agreement, the
master computer records (including any back-up archives) that refer to a
Receivable shall indicate clearly that such Receivable is owned by the Purchaser
or Trustee. Indication of the Trustee's ownership of a Receivable shall be
deleted from or modified on the Servicer's computer systems when, and only when,
the Receivable shall have been paid in full or repurchased.
(e) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Purchaser or the Trustee.
(f) The Seller shall permit the Purchaser and its agents at any time during
normal business hours to inspect, audit, and make copies of and abstracts from
the Seller's records regarding any Receivable.
Section 5.03 Security Interests. The Seller shall defend the right, title
and interest of the Purchaser in, to and under the Receivables, against all
claims of third parties claiming through or under the Seller.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Obligations of the Seller. The obligations of the Seller to
the Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.
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Section 6.02 Amendment. This Agreement may be amended from time to time by
a written amendment duly executed and delivered by the parties hereto.
Section 6.03 Termination. This Agreement shall terminate upon the
termination of the Trust pursuant to the Trust and Servicing Agreement.
Section 6.04 Waivers. No failure or delay on the part of the Purchaser in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.
Section 6.05 Notices. All communications and notices pursuant hereto to
either party shall be in writing or by telegraph or telex and addressed or
delivered to it at its address (or in case of telex, at its telex number at such
address) shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by telegraph or telex, shall be
deemed given when mailed, communicated to the telegraph office or transmitted by
telex. Such notice shall be sent to (a) in the case of the Seller,
_____________________________________, Attention: ____________, and (b) in the
case of the Purchaser, _____________________________________, Attention:
____________, or at such other address as shall be designated by Purchaser in a
written notice to Seller.
Section 6.06 Headings and Cross-references. The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such sections of this Agreement unless
otherwise specified.
Section 6.07 Governing Law. This Agreement and the Assignment shall be
governed by and construed in accordance with the internal laws of the State of
Indiana, without reference to its conflict of laws provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 6.08 Noncompetition Covenant. Seller shall not, prior to the date
which is [one] year and one day after the termination of this Agreement,
acquiesce, petition or otherwise invoke or cause the Trust or the Depositor to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Trust or the Depositor under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust or the Depositor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trust or the
Depositor.
[Next page is signature page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
UNITED FIDELITY BANK, FSB,
Seller
By:
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Its:
UNITED FIDELITY FINANCE, LLC,
Purchaser
By:
--------------------------------------
Its:
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ANNEX A
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency are hereby
acknowledged, United Fidelity Bank, FSB, a federally-chartered savings
association (the "Seller"), does hereby sell, transfer, assign and otherwise
convey to United Fidelity Finance, LLC, an Indiana limited liability company
(the "Purchaser"), without recourse:
(i) all right, title, and interest of the Seller in and to the
Receivables listed in Schedule A hereto;
(ii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims or refunds
of premiums on any physical damage, lender's single interest,
credit life, disability and hospitalization insurance policies
covering Financed Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse to
Dealers relating to the Receivables;
(v) all documents contained in the Receivable Files;
(vi) all monies paid thereon, and all monies due thereon, including
Accrued Interest after the Cutoff Date, (but excluding interest
paid or due prior to the Closing Date) with respect to the
Receivables held by the Servicer; and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any contracts
with Dealers related to any "dealer reserve" or any rights to the recapture of
any dealer reserve.
Capitalized terms used but not defined in this Assignment have the meanings
assigned to them in the Purchase Agreement dated as of _____________, 2001
between the Purchaser and the Seller.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned has executed this Assignment as of the
_____ day of __________, 2001.
UNITED FIDELITY BANK, FSB,
Seller
By:
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Name:
--------------------------------
Title:
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ANNEX B
LOCATION OF RECEIVABLES FILES
[To be provided.]
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SCHEDULE A
List of Receivables
The Receivables consisting of motor vehicle retail installment sale contracts
originated and booked on or before _________________, aggregating
$______________ in remaining principal amount as of the Cutoff Date are listed
on the attached pages.
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