CONTRIBUTION AGREEMENT

EXHIBIT 10.1 EXECUTION COPY ================================================================================ CONTRIBUTION AGREEMENT by and between BAY VIEW ACCEPTANCE CORPORATION, as Contributor, and BAY VIEW RECEIVABLES CORPORATION, as Depositor --------------------------------- Dated as of June 5, 2003 --------------------------------- $250,000,000 RECEIVABLES WAREHOUSE FACILITY --------------------------------- ================================================================================ TABLE OF CONTENTS

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SCHEDULE I- INITIAL RECEIVABLES

-ii- CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (the "Agreement") is made as of this 5th day of June, 2003, by and between BAY VIEW ACCEPTANCE CORPORATION, a Nevada corporation (the "Contributor"), and BAY VIEW RECEIVABLES CORPORATION, a special purpose corporation established under the laws of the State of Delaware (the "Depositor"), having its principal place of business in San Mateo, California. WHEREAS, the Contributor has acquired and will acquire in the ordinary course of business, certain Receivables, secured by a security interest granted by the related Obligors in the related Financed Vehicles; and WHEREAS, the Contributor and the Depositor wish to set forth the terms and provisions pursuant to which the Receivables are to be transferred by the Contributor to the Depositor on the Closing Date and on each Funding Date, which Receivables will then be transferred from the Depositor to Bay View Auto Receivables Owner Trust (the "Issuer") and then granted by the Issuer to JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee") for the benefit of the Noteholders (the "Noteholders"), pursuant to the terms of that certain Indenture dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture") by and between the Issuer and the Indenture Trustee. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Indenture or, if not defined therein, in the Sale and Servicing Agreement. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms): "Assignments" mean, collectively, the Contributor Assignment and the Depositor Assignment, or either one. "Contributed Assets" means, with respect to each Receivable all right title and interest of the Contributor in, to and under (i) the security interest in the related Financed Vehicle Granted by the related Obligor pursuant to such Receivable and any accessions thereto, and other interests of the Contributor in the Financed Vehicles and accessions including, without limitation, the related Certificate of Title; (ii) any service warranties and service contracts and any physical damage, credit life, risk default, disability, gap or other insurance policies covering the related Financed Vehicle or the related Obligor or refunds in connection therewith relating to Receivables (including, without limitation, state tax refunds) and any proceeds from liquidation of the Receivables or Financed Vehicles received after the related Cutoff Date; (iii) all property (including the right to receive future Recoveries) that shall secure a Receivable; (iv) the rights that relate to a Receivable under each Dealer Agreement, including, but not limited to, any recourse against any Dealer; (v) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle; (vi) the original retail installment contract and security agreement and any amendments thereof evidencing the Receivables; (vii) all documentation in the Custodian File and other documents maintained by the Contributor according to its customary procedures with respect to Receivables, Financed Vehicles or Obligors; and (viii) the proceeds of any and all of the foregoing including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now or hereafter arising. "Contributor Address" means 818 Oak Park Road, Covina, CA 91724. "Contributor Assignment" means the document of assignment substantially in the form attached to this Agreement as Exhibit A. "Custodian File" shall have the meaning assigned to it in Section 4.01(d). "Depositor Address" means 818 Oak Park Road, Covina, CA 91724. "Initial Receivable" means each Receivable listed on Schedule I hereto, each of which was contributed to the Depositor by the Contributor and then transferred from the Depositor to the Issuer and a security interest in which was simultaneously granted by the Issuer to the Indenture Trustee on the Closing Date. "Receivables Purchase Price" means the amount paid to the Contributor under this Agreement or to the Depositor under the Sale and Servicing Agreement, which amount shall be equal to the Receivables Advance Amount paid to the Issuer under the Indenture. "Subsequent Receivable" means, with respect to each Funding Date, each Receivable listed on Schedule I to the related Contributor Assignment, each of which was contributed to the Depositor by the Contributor and then transferred from the Depositor to the Issuer on such Funding Date. ARTICLE II TRANSFER AND ACQUISITION OF RECEIVABLES Section 2.01. Transfer and Acquisition of Receivables. On the Closing Date and on each Funding Date, subject to the terms and conditions of this Agreement, the Contributor agrees to transfer to the Depositor, and the Depositor agrees to acquire from the Contributor, the Initial Receivables and the related Subsequent Receivables, respectively, and the Contributed Assets relating thereto. -2- (a) Initial Transfer of Receivables. On the Closing Date, simultaneously with the transactions set forth in the Indenture and the Sale and Servicing Agreement, the Contributor shall transfer to the Depositor, without recourse except as set forth herein (i) the Initial Receivables, and all moneys received thereon on or after the Initial Cutoff Date; and (ii) the related Contributed Assets. (b) Consideration for Initial Receivables. In consideration of the Receivables and the related Contributed Assets described in Section 2.01(a), the Contributor shall, on the Closing Date, receive (i) an amount equal to the Receivables Purchase Price in immediately available funds to the extent of the net proceeds received from the Noteholders from the sale of the Notes under the Note Purchase Agreement, and (ii) to the extent that the value of such Contributed Assets exceeds such Receivables Purchase Price, an increase in the value of the stock of the Depositor, which is a wholly-owned subsidiary of the Contributor. (c) Transfer of Subsequent Receivables. On each Funding Date, the Contributor shall transfer to the Depositor, without recourse except as set forth herein (i) the related Subsequent Receivables, and all moneys received thereon on or after the applicable Cutoff Date and (ii) the related Contributed Assets; provided, however, that Subsequent Receivables may not be transferred by the Contributor to the Depositor and then transferred from the Depositor to the Issuer, or a security interest granted by the Issuer to the Indenture Trustee unless each of the conditions precedent in Section 2.12 of the Indenture has been satisfied. (d) Consideration for Subsequent Receivables. Upon two (2) Business Days' prior written notice given by the Depositor to the Issuer and then from the Issuer to the Indenture Trustee, the Depositor shall cause the Issuer to cause the Indenture Trustee, on the applicable Funding Date, to pay to the Issuer which will pay the Depositor which will pay the Contributor an amount equal to the Receivables Purchase Price with respect to the related Subsequent Receivables in immediately available funds to the extent of the net proceeds received from the Noteholders from the sale of Additional Note Principal Balances. To the extent that the value of any such Subsequent Receivables exceeds the Receivables Purchase Price with respect thereto, the Depositor shall receive an increase in the value of its ownership interest in the Issuer, and the Contributor shall receive an increase in the value of the stock of the Depositor, which is a wholly-owned subsidiary of the Contributor. (e) Transfer. It is the intention of the Contributor and the Depositor that each transfer hereunder constitute an absolute transfer of the Receivables and the related Contributed Assets from the Contributor to the Depositor with the intention of removing them from the Contributor's estate pursuant to Section 541 of the United States Bankruptcy Code, as the same may be amended from time to time, or any successor provision thereto. If, notwithstanding the express intention of the parties, this Agreement is deemed not to constitute an absolute transfer of the Receivables and the Contributed Assets from the Contributor to the Depositor, this Agreement shall be deemed to be a security agreement within the meaning of Article 8 and Article 9 of the Uniform -3- Commercial Code as in effect in the State of New York, and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Contributor to the Depositor of a valid first priority perfected security interest in all of the Contributor's right, title and interest in and to the Receivables and the Contributed Assets. Section 2.02. The Closing. The transfer of the Initial Receivables from the Contributor to the Depositor shall take place at a closing (the "Closing") on the Closing Date, simultaneously with the transfer of such Initial Receivables from the Depositor to the Issuer and the grant by the Issuer of all of its right, title and interest in and to the Initial Receivables and related Contributed Assets to the Indenture Trustee for the benefit of the Noteholders, and the issuance of the Notes pursuant to the Indenture. Section 2.03. Funding Dates. The transfer of Subsequent Receivables on a Funding Date shall take place at such location as the Contributor, the Depositor, the Issuer and the Indenture Trustee may reasonably agree. The transfer of Subsequent Receivables shall be made in accordance with Sections 2.12 through 2.14 of the Indenture pursuant to which (a) the Contributor will transfer all of its right, title and interest in and to the Subsequent Receivables and the related Contributed Assets to the Depositor, (b) the Depositor will transfer all of its right, title and interest in and to the Subsequent Receivables and the related Deposited Assets to the Issuer, and (c) the Issuer will confirm the grant of all of its right, title and interest in and to such Subsequent Receivables and the related Contributed Assets to the Indenture Trustee for the benefit of the Noteholders, the Agent and the Financial Institutions. ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01. Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Contributor, and in the case of (g) below, makes the following covenants for the benefit of the Contributor, as of the Closing Date and each Funding Date: (a) Organization, Etc. The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof; the Depositor is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the purchase of the Receivables from the Contributor hereunder and under each Contributor Assignment, the conveyance of the Receivables by the Depositor pursuant to the Sale and Servicing Agreement and each Depositor Assignment, and the performance of its other obligations under this Contribution Agreement, the Sale and Servicing Agreement, each Assignment and the other Transaction Documents to which it is a party) requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Depositor, on the ability of the Depositor to perform its obligations under the Transaction -4- Documents or on the Noteholders, the Issuer, the Receivables or any other part of the Trust Estate. (b) Due Authorization. The execution, delivery and performance by the Depositor of this Agreement have been duly authorized by all necessary corporate or other action, do not require any approval or consent of any Person, do not and will not conflict with any provision of the Certificate of Incorporation or By-laws of the Depositor, and do not and will not conflict with or result in a breach which would constitute (with or without notice or lapse of time) a default under any agreement, indenture, mortgage, deed of trust, or other instrument binding upon or applicable to it or its property or any law or governmental regulation or court decree applicable to it or its property, do not and will not result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any indenture, agreement, mortgage, deed of trust, or other instrument (other than as expressly provided in the Transaction Documents), and this Agreement is the legal, valid and binding obligation of the Depositor enforceable in accordance with its terms except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equity principles. (c) No Proceedings. There are no proceedings or investigations pending, or to the Depositor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Contribution Agreement, any Assignment, the Sale and Servicing Agreement, the Notes, or any other Transaction Document; (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Contribution Agreement, any Assignment, the Sale and Servicing Agreement or any other Transaction Document to which it is a party; (C) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Contribution Agreement, any Assignment, the Sale and Servicing Agreement, the Notes or any other Transaction Document to which it is a party; (D) which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Notes; or (E) that could reasonably be expected to have a material adverse effect on the Receivables. (d) Business Purpose. The Depositor will acquire the Receivables for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as agent for the Contributor or any other person. (e) Depositor's Records. The books and records of the Depositor will disclose that the Contributor made a valid assignment of the Receivables to the Depositor; provided, however, the Depositor acknowledges that, solely for the purposes of generally accepted accounting principles, the Receivables will appear as assets of the Contributor and its consolidated subsidiaries in the consolidated financial statements of such Persons (which financial statements will include a footnote stating that the Receivables are not available to satisfy the Contributor's creditors). -5- (f) Depositor's Address. The Depositor Address is, and has been since its date of incorporation, the chief place of business and the office where the Depositor keeps its records concerning the Receivables and the Contributed Assets. The Depositor's chief executive office is and has been since its date of incorporation 1840 Gateway Drive, Suite 301, San Mateo, California 94404. The Depositor's jurisdiction of incorporation is, and has been since its date of incorporation, Delaware. (g) Taxes. All tax returns or extensions required to be filed by the Depositor in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Depositor, the Depositor's ability to perform its obligations under the Transaction Documents, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Depositor, or upon any of the properties, income or franchises shown to be due and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Depositor, all such tax returns are true and correct and the Depositor has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. (h) Accuracy of Information. All information heretofore furnished by the Depositor for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Depositor will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (i) Material Adverse Change. Since March 31, 2003, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Depositor, (ii) the ability of Depositor to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables. (j) Compliance with Laws. The Depositor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject ,except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Depositor, any Noteholder, any Receivable or other part of the Trust Estate. Section 3.02. Representations, Warranties and Covenants of the Contributor. The Contributor hereby represents and warrants to the Depositor as of the Closing Date and each Funding Date (except as otherwise provided): (a) On the Closing Date, with respect to the Initial Receivables, and on the related Funding Date, with respect to the Subsequent Receivables: -6- (i) Characteristics of Receivables. Each Receivable (A) was originated by the Contributor or a Dealer for the retail sale or refinancing of a Financed Vehicle in the ordinary course of the Contributor's or such Dealer's business, and the Contributor or such Dealer had all necessary licenses and permits to originate Receivables in the State where the Contributor or such Dealer was located, was fully and properly executed by the parties thereto, and, in the case of Receivables originated by a Dealer, was purchased by the Contributor from such Dealer under an existing Dealer Agreement with the Contributor and was validly assigned by such Dealer to the Contributor, (B) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security, (C) is not a Rule of 78s Receivable or a pre-computed interest Receivable, but is a fully amortizing simple interest receivable which provides for level monthly payments (provided that the payment or payments in the first Collection Period and the final Collection Period of the life of the Receivable may be minimally different from the level payment) which, if made when due, shall fully amortize the Amount Financed over the original term, (D) provides that, in the event such Receivable is prepaid, such prepayment fully pays the principal balance and all accrued and unpaid interest through the date of such prepayment at an interest rate equal to or greater than the APR, (E) has not been amended, rewritten, modified or deferred, nor any provision thereof waived, except in accordance with the Collection Policy and the provisions of the Transaction Documents, (F) is payable in United States dollars and (G) does not entitle the Contributor to reduce, nor has the Contributor reduced, the APR under such Receivable to below 4%. (ii) No Fraud or Misrepresentation. Each Receivable was originated by a Dealer and sold by such Dealer to the Contributor, or was originated by the Contributor, without any fraud or material misrepresentation on the part of such Dealer or on the part of the related Obligor. (iii) Compliance with Law. Each Receivable and each sale of Financed Vehicles complied all material respects at the time such Receivable or sale was originated or made and now complies in all material respects with all requirements of applicable federal, State and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Federal Trade Commission Credit Practice Rules, the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B" and "Z," the Soldiers' and Sailors' Civil Relief Act of 1940, Division 3 of the California Vehicle Code, state unfair and deceptive trade practice laws 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). (iv) Origination. Each Receivable was originated in the United States and each Receivable (other than the Lendco Receivables and the Ultra Receivables), at the time of origination, conformed to requirements of the Contributor's then current "Underwriting Guidelines" (the most recent copy of which is attached hereto as Exhibit C) and credit policies applicable to such Receivable. -7- (v) Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the related Cut-off Date of the Solders' and Sailors' Civil Relief Act of 1940 as amended; and all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby. (vi) Obligors. Each Obligor is domiciled in the United States. None of the Obligors is an Affiliate of Bay View Acceptance or is employed by Bay View Acceptance. None of the Obligors is the United States of America or any State or local government or any agency, department, subdivision or instrumentality thereof. No Receivable has been included in a "fleet" sale (i.e., a sale to any single obligor of more than five (5) Financed Vehicles. (vii) Obligor Bankruptcy. At the related Cutoff Date, no Obligor has been identified on the Contributor's records as being the subject of a current bankruptcy proceeding as a debtor, except for Obligors under Chapter 13 Receivables. (viii) Schedule of Receivables. The information pertaining to each Receivable set forth in the Schedule of Receivables has been produced from the Contributor's electronic ledger and was true and correct in all material respects as of the close of business on the related Cutoff Date and at the Closing Date or the related Funding Date, as applicable. (ix) Marked Records. By the Closing Date or the related Funding Date, as applicable, each of the Contributor and the Depositor will have caused the portions of its records relating to the Receivables to be clearly and unambiguously marked to show that the Receivables have been transferred by the Contributor to the Depositor hereunder, and have been transferred by the Depositor to the Issuer and constitute part of the Trust Estate pledged to the Indenture Trustee. (x) Computer Tape or Listing. The computer tape made available by the Contributor to the Backup Servicer on the Closing Date or the related Funding Date was complete and accurate (excluding any typographical or clerical errors that do not affect the outstanding balance of Receivables listed on such computer tape) as of the related Cutoff Date and includes a description of the same Receivables that are described in the Schedule of Receivables. (xi) Chattel Paper. The Receivables constitute electronic or tangible chattel paper within the meaning of the UCC. -8- (xii) One Original. There is only one original executed copy of each Receivable. (xiii) Custodian Files Complete. There exists a Custodian File pertaining to each Receivable, and such Custodian File contains: (A) a fully executed original of the related retail installment contract, and an acknowledgment of the Custodian that it holds such Receivable for the benefit of the Noteholders, (B) evidence of either (1) a certificate of insurance, (2) an application form for insurance signed by the Obligor or (3) a signed representation letter from the Obligor named in the Receivable pursuant to which the Obligor has agreed to obtain physical damage insurance for the related Financed Vehicle, (C) the original or electronic equivalent of the Certificate of Title or, with respect to a Certificate of Title filed electronically, a report prepared by a third party service that shows such service maintains perfection related to such Certificate of Title on behalf of the Servicer; or, if the Certificate of Title has not yet been received, and in the case of each electronic Certificate of Title, an application therefor, or a copy of such Certificate of Title with a copy of the application filed to amend the Certificate of Title to indicate the security interest of the Contributor in the related Financed Vehicle, (D) the original executed copy or electronic equivalent of an original credit application signed by the Obligor; (E) the originals of all assumption, consolidation, extension, modification or waiver agreements, if any, relating to such Receivable except for any such item listed above which has been preserved by electronic means; (F) any other documents that the Servicer shall keep on file, in accordance with its customary procedures, or reasonably required by the Issuer, from time to time to be kept on file, relating to a Receivable, the related Obligor or the related Financed Vehicle; and (G) any additional original loan documents evidencing any assumption, consolidation, extension, modification or waiver of a Receivable approved by the Servicer. Each of such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate spaces. All blanks on any form have been properly filled in and each form has otherwise been correctly prepared in all material respects. The complete Custodian File for each Receivable is currently in the possession of the Custodian. (xiv) Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the Lien of the related Receivable in whole or in part. No provisions of any Receivable have been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the Custodian File held by the Custodian and in accordance with the Collection Policy in all material respects. No Receivable has been modified as a result of application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. (xv) Lawful Assignment. No Receivable was originated in, or is subject to the laws of any jurisdiction, the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement, the Sale and Servicing Agreement or the Indenture. The Contributor has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of any portion of the Receivables. Each Receivable, by its terms, is assignable. -9- (xvi) Good Title. No Receivable has been sold, transferred, assigned or pledged by the Contributor to any Person other than the Depositor. Immediately prior to the conveyance of the Receivables to the Depositor pursuant to this Agreement, the Contributor was the sole owner thereof and had good and indefeasible title thereto, free of any Lien, and, upon execution and delivery of this Agreement and the applicable Contributor Assignment by the Contributor, the Depositor shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. No Dealer has a participation in, or other right to receive, proceeds of any Receivable. The Contributor has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements or to payments due under such Receivables. (xvii) Security Interest in Financed Vehicle. Each Receivable is secured by a valid, binding and enforceable first priority perfected security interest in favor of the Contributor in the Financed Vehicle. The Certificate of Title for each Financed Vehicle shows (or, if a new or replacement Certificate of Title is being applied for with respect to such Financed Vehicle, the Certificate of Title will be received within one hundred eighty (180) days of the Closing Date or the related Funding Date, as applicable, and will show) the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Certificate of Title has not yet been returned from the applicable governmental authority, the Servicer has received written evidence from the related Dealer that such Certificate of Title showing the Contributor as first lienholder has been applied for. If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Contributor named as the original secured party under the related Receivable. As of the Initial Cutoff Date or the related Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by the Contributor to the Depositor pursuant to this Agreement and the related Contributor Assignment. (xviii) All Filings Made. On the Closing Date or the related Funding Date, as applicable, filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Depositor a first priority perfected ownership interest in the Initial Receivables and the Subsequent Receivables, respectively, and the proceeds thereof have been made, taken or performed or will be made, taken or performed on or prior to the Closing Date or the related Funding Date, as applicable, and as of the Closing Date or the related Funding Date, as applicable, the Depositor has or will have, as applicable, such a first priority perfected ownership interest. (xix) No Impairment. The Contributor has not done anything to convey any right to any Person that would result in such Person having a right to payments due under -10- the Receivables or otherwise to impair the rights of the Depositor, the Issuer, the Indenture Trustee and the Noteholders in any Receivable or the proceeds thereof. (xx) Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor's obligations to the Contributor with respect to such Receivable. (xxi) No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense and no such right has been asserted or threatened with respect to any Receivable. The operation of the terms of any Receivable or the exercise of any right thereunder will not render such Receivable unenforceable in whole or in part or subject to any such right of rescission, setoff, counterclaim or defense. (xxii) No Default. There has been no uncured default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days as of the Initial Cutoff Date or the related Funding Date, as applicable, or payment delinquencies of thirty (30) days or more that have been cured on or prior to the Closing Date or related Funding Date, as applicable), and no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing. As of the Initial Cutoff Date and the Subsequent Cutoff Date, as applicable, no related Financed Vehicle funded on such date had been repossessed from the related Obligor or repossessed by the Servicer from any other Person. (xxiii) Insurance. At the time of the origination of each Receivable with a Receivable Balance of $50,000 or greater, the related Financed Vehicle was covered by a comprehensive and collision insurance policy (A) in an amount at least equal to the lesser of (i) its maximum insurable value or (ii) the principal amount due from the Obligor under the related Receivable, (B) naming the Contributor and its successors and assigns as loss payee and (C) insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. Each Receivable that finances the cost of premiums for gap, credit life and credit accident and health insurance is covered by such an Insurance Policy. The Financed Vehicle relating to each Receivable that finances the cost of an extended service contract is covered by such a service contract. Each Receivable requires the Obligor to maintain physical loss and damage insurance, naming the Contributor and its successors and assigns as additional insured parties