EXHIBIT 99.4
RECEIVABLES PURCHASE AGREEMENT
between
WHOLE AUTO LOAN TRUST,
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
i
This RECEIVABLES PURCHASE AGREEMENT (this "Agreement") dated as of
October 7, 2003, between WHOLE AUTO LOAN TRUST, 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 October 26, 2001 (as amended, restated,
modified or otherwise supplemented from time to time, the "Receivables
Servicing Agreement") among DCS, as servicer (in such capacity, the
"Receivables Servicer"), the Seller and Bear Xxxxxxx Investment Products, Inc.
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,
2
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 October 26, 2001 and as further
amended by the Amendment dated as of December 12, 2002, between Bear, Xxxxxxx
International Limited and Chase Manhattan Bank USA, National Association, as
owner trustee (as amended, 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
$206,493,198.72 (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 1,
2003, (ii) the Financed Vehicles, the financing of the purchase of which gave
rise to such Receivable, including, without limitation, all of the
3
Seller's right, title and interest in and to the proceeds of the Insurance
Policies, and all 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 October 29, 2001 (the "Purchase Agreement") between Chrysler Financial
Company L.L.C., as seller, and Bear, Xxxxxxx International Limited, 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.
4
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
5
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 Whole Auto Loan Trust, 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
6
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.
7
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WHOLE AUTO LOAN TRUST
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 1, 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
October 26, 2001 (the "Receivables Servicing Agreement") among DCS, as
servicer, Whole Auto Loan Trust and Bear Xxxxxxx Investment Products, Inc.):
(a) no selection procedures believed by DCS to be adverse to Whole
Auto Loan Trust 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 83.73% of the aggregate
principal balance of the Receivables, constituting approximately 76.42%
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,
(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,
(iii) which is not a Delinquent Receivable,
B-1
(iv) which is "chattel paper" within the meaning of Section 9-105 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 Whole Auto Loan Trust,
(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,
(xiii) the Financed Vehicle securing which (a) is free and clear of any
Adverse Claim
B-2
other than the security interest therein then being assigned by DCS to Whole
Auto Loan Trust, 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,
2008.
(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
(xxvi) which Receivable has an outstanding principal balance of at least
$1,000.00.
B-3
