AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.24

AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT

Dated as of May 31, 2002

between

AFC FUNDING CORPORATION

and

AUTOMOTIVE FINANCE CORPORATION

TABLE OF CONTENTS

i

ii

iii

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

        THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement "), dated as of May 31, 2002, is between AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the " Originator "), as seller, and AFC FUNDING CORPORATION, an Indiana corporation (the " Company "), as purchaser.

        Upon the effectiveness of this Agreement, the terms and provisions of the Purchase and Sale Agreement dated as of December 31, 1996 (as amended or otherwise modified prior to the date hereof, the " Original Purchase and Sale Agreement ") shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Purchase and Sale Agreement by this Agreement, the Originator shall continue to be liable for all unpaid amounts accrued to the date hereof and owing by it under the Original Purchase and Sale Agreement and all agreements thereunder to indemnify such parties in connection with events or conditions arising or existing prior to the date that the conditions are satisfied in Section 4.3 hereof (the " Amended and Restated Closing Date "). Upon the effectiveness of this Agreement, each reference to the Original Purchase and Sale Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement.

Definitions

        Unless otherwise indicated in this Agreement, certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to the Amended and Restated Receivables Purchase Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the " Receivables Purchase Agreement "), among the Company, the Originator, as initial Servicer, Fairway Finance Corporation and such other entities from time to time as may become purchasers thereunder as purchasers (together with their successors and assigns, the " Purchasers "), and BMO NESBITT BURNS CORP., as the initial agent and as purchaser agent for Fairway Finance Corporation (together with its successors and assigns, the " Agent ") and XL Capital Assurance Inc., as Insurer (the " Insurer ").

Background

        1.     The Company is a special purpose corporation, all of the capital stock of which is wholly-owned by the Originator.

        2.     On the Original Closing Date (as defined below), the Originator transferred certain Receivables and Related Rights to the Company as a capital contribution to the Company.

        3.     In order to finance its business, the Originator wishes to sell certain Receivables and Related Rights from time to time to the Company, and the Company is willing, on the terms and subject to the conditions set forth herein, to purchase such Receivables and Related Rights from the Originator.

        4.     The Company intends to sell to Purchasers an undivided variable percentage interest in its Receivables and Related Rights pursuant to the Receivables Purchase Agreement in order to finance its purchases of certain Receivables and Related Rights hereunder.

        NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

AGREEMENT TO PURCHASE AND CONTRIBUTE

        1.1.     Agreement to Purchase and Sell.     On the terms and subject to the conditions set forth in this Agreement (including Article IV) , and in consideration of the Purchase Price, the Originator agrees to sell to the Company, and does hereby sell to the Company, and the Company agrees to purchase from

the Originator, and does hereby purchase from the Originator, without recourse and without regard to collectibility, all of the Originator's right, title and interest in and to:

        (a)   each Receivable of the Originator that existed and was owing to the Originator as of the opening of the Originator's business on December 31, 1996 (the " Original Closing Date ") (other than the Receivables and Related Rights contributed by the Originator to the Company pursuant to Section 3.1 (the " Contributed Receivables "));

        (b)   each Receivable created or originated by the Originator from the opening of the Originator's business on the Original Closing Date to and including the Purchase and Sale Termination Date (other than any Excluded Receivables identified from time on Schedule 1.1(b) and consented to by the Agent and the Insurer, as such Schedule may be amended, supplemented or modified from time to time with the consent of the Agent and the Insurer);

        (c)   all rights to, but not the obligations under, all Related Security (other than with respect to the Contributed Receivables);

        (d)   all monies due or to become due with respect to any of the foregoing;

        (e)   all books and records related to any of the foregoing; and

        (f)    all proceeds thereof (as defined in the UCC) received or applied on or after the Original Closing Date including, without limitation, all funds which either are received by the Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of any Receivable (other than Contributed Receivables), or that are (or are to be) applied to amounts owed in respect of any such Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of vehicles or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of any such Receivable that are (or are to be) applied thereto).

All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of the Originator, in its capacity as seller and contributor, set forth in each Transaction Document. The Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in subsections (c) through (f) of this Section 1.1 (collectively, including such item relating to Contributed Receivables, the " Related Rights ") is herein called the " Purchase Facility ."

        1.2.     Timing of Purchases.     

        (a)     Original Closing Date Purchases.     The Originator's entire right, title and interest in (i) each Receivable that existed and was owing to the Originator as of the opening of the Originator's business on the Original Closing Date (other than Contributed Receivables), and (ii) all Related Rights with respect thereto was sold to the Company on the Original Closing Date.

        (b)     Regular Purchases.     After the Original Closing Date, each Receivable created or originated by the Originator and all Related Rights shall be purchased and owned by the Company (without any further action) upon the creation or origination of such Receivable (other than any Excluded Receivables created or originated by the Originator from the opening of the Originator's business on the Amended and Restated Closing Date to and including the Purchase and Sale Termination Date).

        1.3.     Consideration for Purchases.     On the terms and subject to the conditions set forth in this Agreement, the Company agrees to make all Purchase Price payments to the Originator.

        1.4.     Purchase and Sale Termination Date.     The " Purchase and Sale Termination Date" shall be the earlier to occur of (a) the date of the termination of this Agreement pursuant to Section 8.2 and

2

(b) the Payment Date immediately following the day on which the Originator shall have given notice to the Company that the Originator desires to terminate this Agreement.

        As used herein, " Payment Date" means (i) the Original Closing Date and (ii) each Business Day thereafter that the Originator is open for business.

        1.5.     Intention of the Parties.     It is the express intent of the parties hereto that the transfers of the Receivables (other than Contributed Receivables) and Related Rights (other than those relating to the Contributed Receivables) by the Originator to the Company, as contemplated by this Agreement be, and be treated as, sales and not as secured loans secured by the Receivables and Related Rights. If, however, notwithstanding the intent of the parties, such transactions are deemed to be loans, the Originator hereby grants to the Company a security interest in all of the Originator's right, title and interest in and to the Receivables and the Related Rights now existing and hereafter created, all monies due or to become due and all amounts received with respect thereto, and all proceeds thereof, to secure all of the Originator's obligations hereunder.

        1.6.     Certain Definitions.     As used in this Agreement, the terms "Material Adverse Effect" and "Solvent" are defined as follows:

" Material Adverse Effect " means, with respect to any event or circumstance, a material adverse effect on:

        (i)    the business, operations, property or financial condition of the Originator;

        (ii)   the ability of the Originator or the Servicer (if it is the Originator) to perform its obligations under the Receivables Purchase Agreement or any other Transaction Document to which it is a party or the performance of any such obligations;

        (iii)  the validity or enforceability of the Receivables Purchase Agreement or any other Transaction Document;

        (iv)  the status, existence, perfection, priority or enforceability of the Company's interest in the Receivables or Related Rights; or

        (v)   the collectibility of the Receivables.

" Solvent " means, with respect to any Person at any time, a condition under which:

        (i)    the fair value and present fair saleable value of such Person's total assets is, on the date of determination, greater than such Person's total liabilities (including contingent and unliquidated liabilities) at such time;

        (ii)   such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

        (iii)  such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

        For purposes of this definition:

        (A)  the amount of a Person's contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

        (B)  the "fair value" of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

3

        (C)  the "regular market value" of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to purchase such asset under ordinary selling conditions; and

        (D)  the "present fair saleable value" of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arm's length transaction in an existing and not theoretical market.

ARTICLE II

CALCULATION OF PURCHASE PRICE

        2.1.     Calculation of Purchase Price.     On each Servicer Report Date, the Servicer shall deliver to the Company, the Agent, the Insurer and the Originator (if the Servicer is other than the Originator) a report in substantially the form of Exhibit A (each such report being herein called a " Purchase Report ") with respect to the matters set forth therein and the Company's purchases of Receivables from the Originator

        (a)   that were made on the Original Closing Date (in the case of the Purchase Report delivered on the Original Closing Date), or

        (b)   that were made during the period commencing on the Servicer Report Date immediately preceding such Servicer Report Date to (but not including) such Servicer Report Date (in the case of each subsequent Purchase Report).

The " Purchase Price" (to be paid to the Originator in accordance with the terms of Article III) for the Receivables and the Related Rights that are purchased hereunder shall be the fair market value of the Receivables as agreed to from time to time by the Company and the Originator.

ARTICLE III

CONTRIBUTION OF RECEIVABLES;
PAYMENT OF PURCHASE PRICE

        3.1.     Contribution of Receivables.     On the Original Closing Date, the Originator contributed to the capital of the Company, Receivables and Related Rights with respect thereto consisting of each Receivable of the Originator that existed and was owing to the Originator on the Original Closing Date that as of such date was not an Eligible Receivable and Receivables that existed and were owing to the Originator on the Original Closing Date that as of such date were Eligible Receivables, beginning with the oldest of such Eligible Receivables and continuing chronologically thereafter, and all or an undivided interest in the most recent of such contributed Eligible Receivables such that the aggregate Outstanding Balance of all such contributed Receivables was equal to $1,000,000.

        3.2.     Initial Purchase Price Payment.     On the terms and subject to the conditions set forth in this Agreement, the Company agreed to pay to the Originator the Purchase Price for the purchase of Receivables made on the Original Closing Date, partially in cash in the amount of the proceeds of the Purchase made by the Purchasers on the Original Closing Date under the Receivables Purchase Agreement, and partially by issuing a promissory note in the form of Exhibit B to the Originator with an initial principal balance equal to the remaining Purchase Price (as such promissory note may be amended, supplemented, indorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called the " Company Note ").

        3.3.     Subsequent Purchase Price Payments.     On each Business Day falling after the Original Closing Date and on or prior to the Purchase and Sale Termination Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to the Originator the Purchase Price

4

for the Receivables sold by the Originator to the Company on such Business Day, in cash, to the extent funds are available to make such payment and such payment is permitted by paragraph (o) of Exhibit IV to the Receivables Purchase Agreement, and to the extent any of such Purchase Price remains unpaid, such remaining portion of such Purchase Price shall be paid by means of an automatic increase to the outstanding principal amount of the Company Note.

        Servicer shall make all appropriate record keeping entries with respect to the Company Note or otherwise to reflect the foregoing payments and adjustments pursuant to Section 3.4, and Servicer's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Company Note at any time. Furthermore, Servicer shall hold the Company Note for the benefit of the Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. The Originator hereby irrevocably authorizes Servicer to mark the Company Note "CANCELLED" and to return the Company Note to the Company upon the finalpayment thereof after the occurrence of the Purchase and Sale Termination Date.

        3.4.     Settlement as to Specific Receivables and Dilution.     

        (a)   If on the day of purchase or contribution of any Receivable from the Originator hereunder, any of the representations or warranties set forth in Section 5.4, 5.11 or 5.20 is not true with respect to such Receivable or as a result of any action or inaction of the Originator, on any day any of the representations or warranties set forth in Section 5.4, 5.11 or 5.20 is no longer true with respect to such a Receivable, then the Purchase Price with respect to the Receivables purchased hereunder shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Originator as provided in subsection (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Originator.

        (b)   If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is reduced or adjusted as a result of any discount, rebate or other adjustment made by the Originator, Company or Servicer or any setoff or dispute between the Company, the Originator or the Servicer and an Obligor, then the Purchase Price with respect to the Receivables purchased hereunder shall be reduced by the amount of such reduction and shall be accounted to the Originator as provided in subsection (c) below.

        (c)   Any reduction in the Purchase Price of the Receivables pursuant to subsection (a) or (b) above shall be applied as a credit for the account of the Company against the Purchase Price of Receivables subsequently purchased by the Company from the Originator hereunder; provided, however if there have been no purchases of Receivables (or insufficiently large purchases of Receivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit

        (i)    shall be paid in cash to the Company by the Originator in the manner and for application as described in the following proviso, or

        (ii)   shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the Company Note, to the extent that such payment is permitted under paragraph (o) of Exhibit IV of the Receivables Purchase Agreement;

provided, further, that at any time (y) when a Termination Event or Unmatured Termination Event exists or (z) on or after the Termination Date, the amount of any such credit shall be paid by the Originator to the Company by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

5

        (d)   Each Purchase Report (other than the Purchase Report delivered on the Original Closing Date) shall include, in respect of the Receivables previously generated by the Originator (including the Contributed Receivables), a calculation of the aggregate reductions described in subsection (a) or (b) relating to such Receivables since the last Purchase Report delivered hereunder.

        3.5.     Reconveyance of Receivables.     In the event that the Originator has paid to the Company the full Outstanding Balance of any Receivable pursuant to Section 3.4, the Company shall reconvey such Receivable to the Originator, without representation or warranty, but free and clear of all liens created by the Company.

ARTICLE IV

CONDITIONS OF PURCHASES

        4.1.     Conditions Precedent to Initial Purchase.     The initial purchase under the Original Purchase and Sale Agreement was subject to the condition precedent that the Company shall have received, on or before the Original Closing Date, the following, each (unless otherwise indicated) dated the Original Closing Date, and each in form, substance and date satisfactory to the Company:

        (a)   A copy of the resolutions of the Board of Directors of the Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Originator;

        (b)   A Certificate of Existence for the Originator issued as of a recent date by the Indiana Secretary of State;

        (c)   A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers authorized on the Originator's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and the Servicer (if other than the Originator) may conclusively rely until such time as the Company and the Servicer shall receive from the Originator a revised certificate meeting the requirements of this subsection (c) );

        (d)   The articles of incorporation of the Originator together with a copy of the by-laws of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator;

        (e)   Copies of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the assignor and the Company as the assignee (and Purchaser as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder;

        (f)    A written search report from a Person satisfactory to Servicer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Agent showing no evidence of such liens filed against the Originator;

        (g)   Favorable opinions of Warren W. Byrd, Esq., general counsel to the Originator and Ice Miller Donadio and Ryan, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice Miller Donadio and Ryan, concerning certain bankruptcy matters, and such other opinions as the Company may reasonably request;

6

        (h)   Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's satisfaction; and

        (i)    A certificate from an officer of the Originator to the effect that Servicer and the Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 31, 1996, BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 1996, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, AS PURCHASER AND NESBITT BURNS SECURITIES INC., AS AGENT."

        4.2.     Certification as to Representations and Warranties.     The Originator, by accepting the Purchase Price (including by the increase in the outstanding balance of the Company Note) related to each purchase of Receivables and Related Rights shall be deemed to have certified that the representations and warranties contained in Article V are true and correct on and as of such day, with the same effect as though made on and as of such day.

        4.3.     Conditions Precedent to Effectiveness of this Agreement.     This Agreement shall become effective when each of the conditions precedent in this Section 4.3 has been satisfied on or before the Amended and Restated Closing Date. The effectiveness of this Agreement shall be subject to the condition precedent that the Company, the Agent and the Insurer shall have received, on or before the Amended and Restated Closing Date, the following, each (unless otherwise indicated) dated as of the date hereof, and each in form and substance satisfactory to the Company, the Agent and the Insurer:

        (a)   A copy of the resolutions of the Board of Directors of the Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Originator;

        (b)   A Certificate of Existence for the Originator issued as of a recent date by the Indiana Secretary of State;

        (c)   A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers authorized on the Originator's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company, the Agent, the Insurer and the Servicer (if other than the Originator) may conclusively rely until such time as the Company, the Agent, the Insurer and the Servicer shall receive from the Originator a revised certificate meeting the requirements of this subsection (c) );

        (d)   The articles of incorporation of the Originator together with a copy of the by-laws of the Originator, each duly certified as of the Amended and Restated Closing Date by the Secretary or an Assistant Secretary of the Originator;

        (e)   Copies of the proper financing statements (Form UCC-1) that are suitable for filing and name the Originator as the assignor and the Company as the assignee (and the Agent (for the benefit of the Secured Parties) as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's, the Insurer's or the Agent's opinion, desirable under the UCC of all appropriate

7

jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder;

        (f)    A written search report as of a recent date from a Person satisfactory to Servicer, the Insurer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer, the Insurer and the Agent showing no evidence of such liens filed against the Originator;

        (g)   Favorable opinions of Joel G. Garcia, Esq., general counsel to the Originator and Ice Miller, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice Miller, concerning certain bankruptcy matters, and such other opinions as the Company, the Agent or the Insurer may reasonably request;

        (h)   Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's, the Agent's and the Insurer's satisfaction; and

        (i)    A certificate from an officer of the Originator to the effect that Servicer and the Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 31, 2002 BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 31, 2002, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, FAIRWAY FINANCE CORPORATION, AND SUCH OTHER ENTITIES FROM TIME TO TIME AS MAY BECOME PURCHASERS THEREUNDER, BMO NESBITT BURNS CORP. AS AGENT AND PURCHASER AGENT FOR FAIRWAY FINANCE CORPORATION AND XL CAPITAL ASSURANCE INC., AS INSURER."

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATOR

        In order to induce the Company to enter into this Agreement and to make purchases and accept contributions hereunder, the Originator, in its capacity as seller under this Agreement, hereby makes the representations and warranties set forth in this Article V .

        5.1.     Organization and Good Standing.     The Originator has been duly incorporated and in existence as a corporation under the laws of the State of Indiana, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

        5.2.     Due Qualification.     The Originator is duly licensed or qualified to do business as a foreign corporation in good standing in the jurisdiction where its chief executive office and principal place of

8

business are located and in all other jurisdictions in which the ownership or lease of its property or the conduct of its business requires such licensing or qualification except where the failure to be so licensed or qualified has not had and could not reasonably be expected to have a Material Adverse Effect.

        5.3.     Power and Authority; Due Authorization.     The Originator has (a) all necessary corporate power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party, as seller, and (ii) to generate, own, sell, contribute and assign Receivables and Related Rights on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale, contribution and assignment and the performance of such obligations by all necessary corporate action.

        5.4.     Valid Sale or Contribution; Binding Obligations.     Each sale or contribution, as the case may be, of Receivables and Related Rights made by the Originator pursuant to this Agreement shall constitute a valid sale or contribution, as the case may be, transfer, and assignment thereof to the Company, enforceable against creditors of, and purchasers from, the Originator; and this Agreement constitutes, and each other Transaction Document to be signed by the Originator, as seller, when duly executed and delivered, will constitute, a legal, valid, and binding obligation of the Originator, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

        5.5.     No Violation.     The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which the Originator is a party as seller, and the fulfillment of the terms hereof or thereof will not (a) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (i) the Originator's articles of incorporation or by-laws, or (ii) any indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it is bound, (b) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than the Transaction Documents, or (c) violate any law or any order, writ, judgment, award, injunction, decree, rule, or regulation applicable to it or its properties, where, in the cases of items (a)(ii), (b) or (c) , such conflict, breach, default, Adverse Claim or violation has had or could reasonably be expected to have a Material Adverse Effect.

        5.6.     Proceedings.     (i) There is no litigation, proceeding or investigation pending or, to the Originator's knowledge threatened, before any Government Authority or arbitrator (a) asserting the invalidity of any Transaction Document to which the Originator is a party as seller, (b) seeking to prevent the sale or contribution of Receivables and Related Rights to the Company or the consummation of any of the other transactions contemplated by any Transaction Document to which the Originator is a party as seller, or (c) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect. (ii) The Originator is not subject to any order, judgment, decree, injunction, stipulation or consent order that could reasonably be expected to have a Material Adverse Effect.

        5.7.     Bulk Sales Act.     No transaction contemplated hereby requires compliance with any bulk sales act or similar law.

        5.8.     Government Approvals.     Except for the filing of the UCC financing statements referred to in Article IV, all of which, at the time required in Article IV, shall have been duly made and shall be in full force and effect, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Originator's due execution, delivery and performance of any Transaction Document to which it is a party, as seller.

9

        5.9.     Financial Condition.     

        (a)   On the date hereof, and on the date of each sale of Receivables by the Originator to the Company (both before and after giving effect to such sale), the Originator shall be Solvent.

        (b)   The consolidated balance sheets of the Originator and its consolidated subsidiaries as of December 31, 2001, and the related statements of income and shareholders' equity of the Originator and its consolidated subsidiaries for the fiscal year then ended certified by the Originator's independent accountants, copies of which have been furnished to the Company, present fairly the consolidated financial position of the Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied; and since such date no event has occurred that has had, or is reasonably likely to have, a Material Adverse Effect.

        5.10.