EXHIBIT 99.5
RECEIVABLES PURCHASE AGREEMENT
between
AUTO LOAN FUNDING TRUST 2002-1,
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.......................4
3. Conveyance of the Receivables......................................4
4. Seller Covenants...................................................5
5. Survival of Representations and Obligations........................6
6. Protection of Title to the Purchaser...............................6
7. Notices............................................................7
8. Successors.........................................................7
9. Counterparts.......................................................7
10. Applicable Law.....................................................7
11. Limitation of Liability of Owner Trustee...........................7
EXHIBIT A.............................................................A-1
EXHIBIT B.............................................................B-1
i
This RECEIVABLES PURCHASE AGREEMENT (this "Agreement"), dated as of
October 7, 2003, between AUTO LOAN FUNDING TRUST 2002-1, 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 Seller acquired the Receivables
from Bear Xxxxxxx Asset Backed Funding Inc. ("BSABF") pursuant to the
receivables purchase agreement dated as of December 12, 2002 (as amended,
restated, modified or otherwise supplemented from time to time, the
"Receivables Purchase Agreement"), between BSABF and the Seller. BSABF had
previously acquired the Receivables from Ford Motor Credit Company ("Ford
Motor") pursuant to the purchase and sale agreement dated as of November 1,
2002 (as amended, restated, modified or otherwise supplemented from time to
time, the "Purchase and Sale Agreement"), between Ford Motor and BSABF. The
Purchaser may sell the Receivables to Whole Auto Loan Trust 2003-1, a Delaware
statutory trust (the "Issuer"). The Seller and the Purchaser each agree that
following such sale, Ford Motor will continue to service the Receivables
pursuant to the receivables servicing agreement dated as of November 1, 2002
(the "Receivables Servicing Agreement"), between Ford Motor, as servicer (in
such capacity, the "Receivables Servicer"), and BSABF and the acknowledgment
and agreement dated as of October 7, 2003 (the "Acknowledgment"), executed by
Ford Motor.
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:
"Amount Financed" means, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs.
"Annual Percentage Rate" or "APR" of a Receivable means the annual rate
of interest stated in the Receivable.
"Collection Period" means each calendar month during the term of the
Receivables Servicing Agreement or, in the case of the initial Collection
Period, the period from and including the Cutoff Date to and including the
last day of the month in which the Cutoff Date occurred. Any amount stated "as
of the close of business of the last day of a Collection Period" gives effect
to all applications of Collections and all remittances or distributions as of
the end of the day on such last day.
"Collections" means all amounts collected by the Receivables Servicer
(from whatever source) on or with respect to the Receivables.
"Cutoff Date" means the open of business on September 1, 2003.
"Dealer" means the dealer who sold a Financed Vehicle and who originated
and assigned the respective Receivable to Ford Motor under an existing
agreement between such dealer and Ford Motor.
"Dealer Recourse" means, with respect to a Receivable, all recourse
rights relating to misrepresentation or fraud against the Dealer that
originated the Receivable and any successor Dealer.
"Deferred Repurchase Amount" means Liquidation Proceeds with respect to a
Liquidated Receivable that has been repurchased by the Receivables Servicer
pursuant to Section 3.8 of the Receivables Servicing Agreement.
"Financed Vehicle" means a new or used automobile or light-duty truck,
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
that attach to the respective Receivable by operation of law.
"Liquidated Receivable" means (i) any Receivable that, by its terms, is
in default and as to which the Receivables Servicer has determined, in
accordance with its customary servicing procedures, that eventual payment in
full is unlikely or has repossessed and disposed of the Financed Vehicle, and
(ii) any Receivable with respect to which the related Obligor has become a
debtor in a bankruptcy proceeding.
"Liquidation Proceeds" means, with respect to any Liquidated Receivable
and any determination date, amounts collected from whatever source during the
related Collection Period on such Liquidated Receivable, net of the sum of any
amounts expended by the Receivables Servicer pursuant to its customary
standards, polices and procedures for the account of the Obligor plus any
amounts required by law to be remitted to the Obligor.
"Obligor" means the purchaser or co-purchasers of the Financed Vehicle or
any other Person who owes payments under a Receivable (not including any
Dealer in respect of Dealer Recourse).
"Person" means any any individual, corporation, estate, partnership,
joint venture, limited liability company, association, joint stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.
"Principal Balance" of a Receivable, as of the open of business on the
Cutoff Date or as of the close of business on the last day of a Collection
Period, as applicable, means the Amount Financed minus the sum of:
(i) that portion of all Scheduled Payments actually received prior to
such date allocable to principal using the Simple Interest Method;
2
(ii) any refunded portion of extended warranty protection plan costs, or
of physical damage, credit life, or disability insurance premiums included in
the Amount Financed and allocable to principal;
(iii) any payment of the Repurchase Amount or Deferred Repurchase Amount
with respect to the Receivable allocable to principal; and
(iv) any prepayment in full or any partial prepayments applied to reduce
the principal balance of the Receivable.
"Receivable" means a retail installment sale contract listed on the
schedule of receivables attached as Exhibit A hereto (the "Schedule of
Receivables") and any amendments, modifications or supplements to such retail
installment sale contract. The term "Receivable" does not include any
Repurchased Receivable.
"Receivable Files" means the documents specified in Section 2.1 of the
Purchase and Sale Agreement.
"Repurchase Amount" means the amount, as of the close of business on the
last day of a Collection Period, required to be paid by an Obligor to prepay
in full the respective Receivable under the terms thereof.
"Repurchased Receivable" means a Receivable repurchased as of the close
of business on the last day of the respective Collection Period by the
Receivables Servicer pursuant to Section 3.7 of the Receivables Servicing
Agreement or pursuant to Section 6.2 of the Purchase and Sale Agreement.
"Scheduled Payment" means, for any Collection Period for any Receivable,
the amount indicated in such Receivable as required to be paid by the Obligor
in such Collection Period (without giving effect to deferments of payments
pursuant to Section 3.2 of the Receivables Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).
"Simple Interest Method" means the method of allocating a fixed level
payment to principal and interest, such that the portion of such payment that
is allocated to interest is equal to the product of:
(i) the fixed rate of interest;
(ii) the unpaid principal balance; and
(iii) the number of days elapsed since the preceding payment of interest
was made divided by 365 days.
"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
3
Statement) shall have the meanings assigned thereto in the amended and
restated trust agreement dated as of December 12, 2002 between BSABF and Chase
Manhattan Bank USA, National Association, as owner trustee (as amended from
time to time, 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, Ford Motor has made the
representations and warranties set forth in Exhibit B hereto.
3. Conveyance of the Receivables.
Subject to the terms and conditions of this Agreement, the Seller hereby
sells, transfers and otherwise conveys to the Purchaser all of the Seller's
right, title and interest in, to and under the following property whether now
owned or existing or hereafter acquired or arising (collectively, the
"Purchased Property"):
(i) the Receivables;
(ii) monies received thereunder on or after the Cutoff Date other
than any subvention amounts paid by any vehicle manufacturer to the
Receivables Servicer in respect of any Receivable;
(iii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Seller
in the Financed Vehicles;
(iv) rights to receive proceeds with respect to the Receivables from
claims on any theft, physical damage, credit life, credit disability, or
other insurance policies covering Financed Vehicles or Obligors;
(v) Dealer Recourse;
(vi) the Receivable Files;
(vii) payments and proceeds with respect to the Receivables;
4
(viii) all property (including the right to monies collected from
whatever source on a Liquidated Receivable, net of any amounts required
by law to be remitted to the Obligor) securing a Receivable;
(ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of
the Cutoff Date; and
(x) 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 that at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
In consideration of the Purchaser's payment to the Seller of
$745,442,348.64 (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 right, title and interest of the
Seller in, to and under the Purchased Property.
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. 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 October 7, 2003, 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.
5
(b) The Purchaser shall have received copies of the Receivables Purchase
Agreement, the Purchase and Sale Agreement, the Receivables Servicing
Agreement and the Acknowledgment.
(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.
(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 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.
6
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 0000-0, x/x Xxxxx Xxxxxxxxx
Xxxx XXX, 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 countersigned by Chase Manhattan Bank USA, National
Association not in its individual capacity but solely in its capacity as owner
trustee (the "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.
AUTO LOAN FUNDING TRUST 2002-1
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
Representations and Warranties of Ford Motor Credit Company ("Ford Motor")
with respect to the Receivables
Characteristics of Receivables. Each Receivable:
(a) has been originated in the United States of America by a Dealer for
the retail sale of a Financed Vehicle in the ordinary course of such Dealer's
business, has been fully and properly executed by the parties thereto, has
been purchased by Ford Motor from such Dealer under an existing dealer
agreement with Ford Motor, has been validly assigned by such Dealer to Ford
Motor and is payable in U.S. dollars;
(b) has created or will create a valid, subsisting, and enforceable
first priority security interest in favor of Ford Motor in the Financed
Vehicle, which security interest is assignable by Ford Motor to Bear Xxxxxxx
Asset Backed Funding Inc. ("BSABF");
(c) contains customary and enforceable provisions such that the rights
and remedies of the holder thereof are adequate for the practical realization
against the collateral of the benefits of the security;
(d) provides for level monthly payments (provided that the last payment
may be different but in no event more than twice the amount of the level
payment) that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate;
(e) provides for, in the event that such contract is prepaid, a
prepayment that fully pays the Principal Balance; and
(f) is a Simple Interest Receivable.
Schedule of Receivables. The information contained in the
Schedule of Receivables and the Computer Tape with respect to the data
fields included in Exhibit A to the Purchase and Sale Agreement is
complete, true and correct in all material respects as of the cutoff
date. No selection procedures believed to be adverse to BSABF have been
utilized in selecting the Receivables from those receivables that meet
the criteria contained in the Purchase and Sale Agreement.
Compliance with Law. Each Receivable and the sale of the
Financed Vehicle complied at the time it was originated or made and at
the execution of this Agreement complies in all material respects with
all requirements of applicable federal, State, and local laws, and
regulations thereunder, including, without limitation:
(a) usury laws;
(b) the Federal Truth-in-Lending Act;
(c) the Equal Credit Opportunity Act;
BA-1
(d) the Fair Credit Reporting Act;
(e) the Fair Debt Collection Practices Act;
(f) the Federal Trade Commission Act;
(g) the Xxxxxxxx-Xxxx Warranty Act;
(h) the Federal Reserve Board's Regulations B and Z;
(i) State adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code; and
(j) other applicable consumer credit laws and equal credit opportunity
and disclosure laws.
Binding Obligation. Each Receivable represents the genuine,
legal, valid, and binding payment obligation of the Obligor, enforceable
by the holder thereof in accordance with its terms subject to the effect
of bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors' rights generally.
No Government Obligor. None of the Receivables is due from the
United States of America or any State, political subdivision thereof, or
from any agency, department, or instrumentality of the United States of
America or any State or political subdivision thereof.
Security Interest in Financed Vehicle. Immediately prior to the
sale thereof, each Receivable is secured by a first priority, validly
perfected security interest in the Financed Vehicle in favor of Ford
Motor as secured party or all necessary and appropriate actions have been
commenced that would result in a first priority, validly perfected
security interest in the Financed Vehicle in favor of Ford Motor as
secured party, which security interest will not be rendered unenforceable
solely by reason of the sale thereof to BSABF.
Receivables in Force. As of the cutoff date, no Receivable has
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.
No Waiver. No provision of a Receivable has been waived or
amended.
No Defenses. The Receivable will not be subject to any right of
rescission, set-off, counterclaim or defense.
No Liens. To the Seller's best knowledge, no liens or claims
exist for work, labor, or materials relating to a Financed Vehicle that
are liens prior to, or equal or coordinate with, the security interest in
the Financed Vehicle granted by the Receivable.
No Default. Except for payment defaults continuing for a period
of not
BA-2
more than 30 days as of the cutoff date, no default, breach, violation,
or event permitting acceleration under the terms of any Receivable has
occurred as of the cutoff date; 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 has arisen as of the cutoff date; and Ford Motor will not
waive any of the foregoing. To Ford Motor's actual knowledge, without
independent investigation, as of the cutoff date no Obligor on any
Receivable is a debtor in a bankruptcy proceeding.
Insurance. With respect to each Receivable, Ford Motor, in
accordance with its customary standards, policies and procedures, has
determined that, as of the date of origination, the Obligor had obtained
or agreed to obtain physical damage insurance covering the Financed
Vehicle.
Title. It is the intention of the Seller that the sale
contemplated by this Agreement will constitute an absolute sale and that
the beneficial interest in and title to the Receivables not be part of
the Seller's estate in the event of the filing of a bankruptcy petition
by an agent of the Seller under any bankruptcy laws of the Receivables
from the Seller to the Purchaser. No Receivable has been sold by the
Seller to any Person other than the Purchaser. Immediately prior to the
sale and transfer contemplated in this Agreement, the Seller had good and
marketable title to each Receivable free and clear of all Liens,
encumbrances, security interests, participations and rights of others
and, immediately upon the sale and transfer thereof, the Purchaser will
have good and marketable title to each Receivable, free and clear of all
Liens, encumbrances, security interests, participations and rights of
others; and the sale of Receivables has been perfected under the UCC.
Valid Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale of such
Receivable is unlawful, void, or voidable. Ford Motor has not entered
into any agreement with any account debtor that prohibits, restricts or
conditions the sale of any portion of the Receivables.
All Filings Made. All filings (including, without limitation,
UCC filings) necessary in any jurisdiction to give the Purchaser a first
priority, validly perfected ownership interest in the Receivables will be
made within 10 days of October 7, 2003.
Chattel Paper. Each Receivable constitutes "tangible chattel
paper" as defined in the UCC.
One Original. There is only one original executed copy of each
Receivable. Ford Motor, or its custodian, has possession of such original
with respect to each Receivable. Such original does not have any marks or
notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than Ford Motor. All financing statements
filed or to be filed against the Seller in favor of the Purchaser in
connection herewith describing the Receivables contain a statement to the
following effect: "A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the
Purchaser."
BA-3
Simple Interest Receivables. All of the Receivables constitute
Simple Interest Receivables.
Origination. Each Receivable has an origination date on or
after May 12, 1997.
Maturity of Receivables. Each Receivable has an original
maturity of not greater than 72 months.
Annual Percentage Rates. The Annual Percentage Rate of each
Receivable is not less than 0.00% and not greater than 29.99%.
Scheduled Payments. As of the cutoff date, for each Receivable,
the related Obligor has made at least one scheduled payment (other than
any down payment) and no Receivable has a scheduled payment that is more
than 30 days overdue as of the cutoff date.
Location of Receivable Files. Each Receivable File is kept at
one or more offices of the Receivables Servicer in the United States or
the offices of one of the custodians specified in Exhibit C to the
Purchase and Sale Agreement.
Extensions. As of the cutoff date, no Receivable has had its
original maturity extended.
Remaining Principal Balance. As of the cutoff date, the
Principal Balance remaining of each Receivable is in an amount not less
than $250 and not greater than $50,000.
BA-4
