Common use of Characteristics of Contracts Clause in Contracts

Characteristics of Contracts. Each Contract (A) was originated (i) by the Originator, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies and was fully and properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Contracts in the State where the Originator, each such Dealer or each such Third-Party Lender was located, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (D) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (E) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate, (F) was originated in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%).

Characteristics of Contracts. Each Contract (A) was originated (i) by pursuant to either the Originator, (ii) Military Finance Program or the Auto Centers Program by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business in accordance with the Underwriting Guidelines (which policies shall not be amended thereafter without the consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, such consent not to be unreasonably withheld), and such Dealer had all necessary licenses and permits to originate Contracts in the state where such Dealer was located, was fully and properly executed by the parties thereto, was purchased by the Originator TFC from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the Originator and Assignment, was validly assigned by such Dealer to the Originator TFC pursuant to a the Dealer Agreement or the Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender TFC to the Originator Borrower pursuant to a Third-Party Lender Assignmentthe Purchase Agreement, and was validly pledged by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, pursuant to the Loan Agreement, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies and was fully and properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Contracts in the State where the Originator, each such Dealer or each such Third-Party Lender was located, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (D) contains customary and enforceable provisions such that as to render the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (EC) is a Contract which provides for level monthly payments Scheduled Contract Payments (provided, provided that the payment in the first or last month monthly collection period and the payment in the life final monthly collection period of the Contract may be minimally different from the normal period and level paymentspayment) thatwhich, if made when due, will shall fully amortize the Amount Financed by maturity over the original term, (D) provides for, in the event that the related Contract is prepaid, a prepayment that fully pays the Principal Balance of such related Contract and yield includes accrued but unpaid interest through the date of prepayment in an amount at least equal to the Annual Percentage Rate, (E) has not been amended or rewritten, or collections with respect to which deferred or waived, other than as expressly permitted pursuant to clause (J) below and as evidenced in the Contract Documents relating thereto, (F) was originated in accordance with the Program Guidelineshas an original term of eleven (11) to sixty (60) months, (G) shall that has been acquired by TFC and, on the related Funding Date for such Contract, is not a Delinquent Contract and, on such date or at any time thereafter, is not an Over-60 Contract, a Repossessed Contract or a Liquidated Contract, and the related Obligor does not have been originated on a Form of Contract other Contracts owing to TFC that meets all applicable Form-of-Contract Requirementsare Delinquent Contracts, Over-60 Contracts, Repossessed Contracts or Liquidated Contracts, (H) shall be originated in has an Eligible State and Annual Percentage Rate of not less than 9.9%, (I) has a remaining Principal Balance of not more than $25,000, (J) has not been extended beyond its original term, except in keeping with TFC's Deferment Policy, a copy of which is attached as Exhibit S hereto, which allows for up to two, one-month deferments in any twelve month period not to exceed up to four, one-month deferments over the life of a monthly-pay contract, (K) was purchased through an Approved Dealer, (L) is due from a U.S. citizen in the case of a Contract that was originated pursuant to the Military Finance Program and a U.S. resident in the case of a Contract that was originated pursuant to the Auto Centers Program and is denominated in U.S. dollars, (M) is secured by a Financed Vehicle and a valid first priority perfected security interest is in effect with respect to such Financed Vehicle, (N) is owned solely by the Borrower free and clear of any lien, claim, or other encumbrance, excluding liens that will be released no later than the applicable Funding Date, (O) with respect to the related security interest in the related Financed Vehicle is perfected and with clear legal right of repossession, (P) was secured by a vehicle with Total Loss Protection coverage or covered by an Insurance Policy, and naming TFC and its assigns as loss payee on the date the loan was purchased from an Approved Dealer by TFC, (Q) meets, in all material respects, all applicable requirements of federal, state, and local laws and regulations, (R) is not subject to any right of setoff by the Obligor, (S) will be clearly marked in the books and records of TFC and the Borrower, as applicable, as being sold to the Borrower, and pledged by the Borrower to the Collateral Agent, (T) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Aggregate Principal Balance as of any date of determination) originated by any one Dealer to exceed 10% (it being understood that commonly owned dealerships shall be considered as one Dealer for the purposes of such calculation), (U) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) with Obligors located in any one State to exceed 30%, (V) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) that are Precomputed Contracts were originated pursuant to the Auto Centers Program to exceed one percent 30% of the Aggregate Principal Balance of all Eligible Contracts, and (1%)W) was originated on an applicable Form of Contract.

Characteristics of Contracts. Each Contract (i) has either (A) was originated (i) been purchased in a bona fide sale by the OriginatorSeller from a dealer, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement bank, finance company or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle similar entity in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies Seller’s business and was originated by such Person in connection with an advance made for the sale or re-financing of a new or used automobile or light-duty truck and has been fully and properly executed by the parties theretothereto or (B) has been originated by the Seller through direct marketing to consumers who wish to refinance loans obtained by a different lender and, in the case of each of (A) and (B) above, has been validly assigned by the Seller to the Depositor pursuant to, and in accordance with the Originatorterms of, each Dealer the Contribution Agreement, (ii) has created a valid, binding and each Third-Party Lender had all necessary licenses and permits to originate Contracts enforceable security interest in favor of the Seller in the State where related Financed Vehicle, which security interest has been validly assigned by the OriginatorSeller to the Depositor, each such Dealer or each such Third-Party Lender was locatedby the Depositor to the Trust and which will be assigned by the Trust to the Indenture Trustee pursuant to the Indenture, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (Diii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (Eiv) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity (except that the period between the date of such Contract and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments, but not by a material amount) and yield interest at the Annual Percentage Raterelated APR, (Fv) provides for, in the event that such Contract is prepaid, a prepayment that fully pays the Principal Balance of such Contract with interest at the related APR through the date of payment, (vi) was originated selected by selection procedures believed by the Depositor not to be adverse to the Trust and the Class A Noteholders and with respect to which information provided to the Trust and its assigns pursuant to the Transaction Documents is true and correct in all material respects, (vii) is secured by a new or used automobile or light-duty truck, (viii) relates to an Obligor who has made a down payment under such Contract as of the applicable Cutoff Date, if required, (ix) satisfies in all material respects the requirements under the Credit Policy and (x) requires the Obligor thereunder to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%)Seller’s normal requirements.

Characteristics of Contracts. Each Contract (i) has either (A) was originated (i) been purchased in a bona fide sale by the OriginatorSeller from a dealer, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement bank, finance company or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle similar entity in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies Seller’s business and was originated by such Person in connection with an advance made for the sale or re-financing of a new or used automobile or light-duty truck and has been fully and properly executed by the parties theretothereto or (B) has been originated by the Seller through direct marketing to consumers who wish to refinance loans obtained by a different lender and, in the case of each of (A) and (B) above, has been validly assigned by the Seller to the Depositor pursuant to, and in accordance with the Originatorterms of, each Dealer the Contribution Agreement , (ii) has created a valid, binding and each Third-Party Lender had all necessary licenses and permits to originate Contracts enforceable security interest in favor of the Seller in the State where related Financed Vehicle, which security interest has been validly assigned by the OriginatorSeller to the Depositor, each such Dealer or each such Third-Party Lender was locatedby the Depositor to the Trust and which will be assigned by the Trust to the Indenture Trustee pursuant to the Indenture, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (Diii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (Eiv) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity (except that the period between the date of such Contract and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments, but not by a material amount) and yield interest at the Annual Percentage Raterelated APR, (Fv) provides for, in the event that such Contract is prepaid, a prepayment that fully pays the Principal Balance of such Contract with interest at the related APR through the date of payment, (vi) was originated selected by selection procedures believed by the Depositor not to be adverse to the Trust and the Class A Noteholders and with respect to which information provided to the Trust and its assigns pursuant to the Transaction Documents is true and correct in all material respects, (vii) is secured by a new or used automobile or light-duty truck, (viii) relates to an Obligor who has made a down payment under such Contract as of the applicable Cutoff Date, if required, (ix) satisfies in all material respects the requirements under the Credit Policy and (x) requires the Obligor thereunder to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%)Seller’s normal requirements.

Characteristics of Contracts. Each Contract (i) has either (A) was originated (i) been purchased in a bona fide sale by the OriginatorSeller from a dealer, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement bank, finance company or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle similar entity in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies Seller’s business and was originated by such Person in connection with an advance made for the sale or refinancing of a new or used automobile or light-duty truck and has been fully and properly executed by the parties theretothereto or (B) has been originated by the Seller through direct marketing to consumers who wish to refinance loans obtained by a different lender and, in the case of each of (A) and (B) above, is validly contributed by the Seller to the Depositor pursuant to, and in accordance with the Originatorterms of, each Dealer this Agreement, (ii) has created a valid, binding and each Third-Party Lender had all necessary licenses and permits to originate Contracts enforceable security interest in favor of the Seller in the State where related Financed Vehicle, which security interest has been validly assigned by the OriginatorSeller to the Depositor, each such Dealer or each such Third-Party Lender was locatedwill be validly assigned by the Depositor to the Trust pursuant to the Sale and Allocation Agreement and will be validly assigned by the Trust to the Indenture Trustee pursuant to the Indenture, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (Diii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (Eiv) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity (except that the period between the date of such Contract and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments, but not by a material amount) and yield interest at the Annual Percentage Raterelated APR, (Fv) provides for, in the event that such Contract is prepaid, a prepayment that fully pays the Principal Balance of such Contract with interest at the related APR through the date of payment, (vi) was originated selected by selection procedures believed by the Seller not to be adverse to the Depositor and with respect to which information provided to the Depositor and its assigns pursuant to the Transaction Documents is true and correct in all material respects, (vii) is secured by a new or used automobile or light-duty truck, (viii) relates to an Obligor who has made a down payment under such Contract as of the applicable Cutoff Date, if required, (ix) satisfies in all material respects the requirements under the Credit Policy, and (x) requires the Obligor thereunder to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%)Seller’s normal requirements.

Characteristics of Contracts. Each Contract (A) was originated (i) by the Originator, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's ’s business and purchased by the Originator from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle in the ordinary course of the Originator's’s, the Dealer's ’s or the Third-Party Lender's ’s business, in each case, in accordance with the Originator's ’s credit policies and was fully and properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Contracts in the State where the Originator, each such Dealer or each such Third-Party Lender was located, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (D) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (E) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate, (F) was originated in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%).

Characteristics of Contracts. Each Contract (A) was originated (i) by ---------------------------- pursuant to either the Originator, (ii) Military Finance Program or the Auto Centers Program by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business in accordance with the Underwriting Guidelines (which policies shall not be amended thereafter without the consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, such consent not to be unreasonably withheld), and such Dealer had all necessary licenses and permits to originate Contracts in the state where such Dealer was located, was fully and properly executed by the parties thereto, was purchased by the Originator TFC from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the Originator and Assignment, was validly assigned by such Dealer to the Originator TFC pursuant to a the Dealer Agreement or the Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender TFC to the Originator Borrower pursuant to a Third-Party Lender Assignmentthe Purchase Agreement, and was validly pledged by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, pursuant to the Loan Agreement, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies and was fully and properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Contracts in the State where the Originator, each such Dealer or each such Third-Party Lender was located, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (D) contains customary and enforceable provisions such that as to render the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (EC) is a Contract which provides for level monthly payments Scheduled Contract Payments (provided, provided that the payment in the first or last month monthly collection period and the payment in the life final monthly collection period of the Contract may be minimally different from the normal period and level paymentspayment) thatwhich, if made when due, will shall fully amortize the Amount Financed by maturity over the original term, (D) provides for, in the event that the related Contract is prepaid, a prepayment that fully pays the Principal Balance of such related Contract and yield includes accrued but unpaid interest through the date of prepayment in an amount at least equal to the Annual Percentage Rate, (E) has not been amended or rewritten, or collections with respect to which deferred or waived, other than as expressly permitted pursuant to clause (J) below and as evidenced in the Contract Documents relating thereto, (F) was originated in accordance with the Program Guidelineshas an original term of eleven (11) to sixty (60) months, (G) shall that has been acquired by TFC and, on the related Funding Date for such Contract, is not a Delinquent Contract and, on such date or at any time thereafter, is not an Over-60 Contract, a Repossessed Contract or a Liquidated Contract, and the related Obligor does not have been originated on a Form of Contract other Contracts owing to TFC that meets all applicable Form-of-Contract Requirementsare Delinquent Contracts, Over-60 Contracts, Repossessed Contracts or Liquidated Contracts, (H) shall be originated in has an Eligible State and Annual Percentage Rate of not less than 9.9%, (I) has a remaining Principal Balance of not more than $25,000, (J) has not been extended beyond its original term, except in keeping with TFC's Deferment Policy, a copy of which is attached as Exhibit S hereto, which allows for up to two, one-month deferments in any twelve month period not to exceed up to four, one-month deferments over the life of a monthly-pay contract, (K) was purchased through an Approved Dealer, (L) is due from a U.S. citizen in the case of a Contract that was Sch. B-1 originated pursuant to the Military Finance Program and a U.S. resident in the case of a Contract that was originated pursuant to the Auto Centers Program and is denominated in U.S. dollars, (M) is secured by a Financed Vehicle and a valid first priority perfected security interest is in effect with respect to such Financed Vehicle, (N) is owned solely by the Borrower free and clear of any lien, claim, or other encumbrance, excluding liens that will be released no later than the applicable Funding Date, (O) with respect to the related security interest in the related Financed Vehicle is perfected and with clear legal right of repossession, (P) was secured by a vehicle with Total Loss Protection coverage or covered by an Insurance Policy, and naming TFC and its assigns as loss payee on the date the loan was purchased from an Approved Dealer by TFC, (Q) meets, in all material respects, all applicable requirements of federal, state, and local laws and regulations, (R) is not subject to any right of setoff by the Obligor, (S) will be clearly marked in the books and records of TFC and the Borrower, as applicable, as being sold to the Borrower, and pledged by the Borrower to the Collateral Agent, (T) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Aggregate Principal Balance as of any date of determination) originated by any one Dealer to exceed 10% (it being understood that commonly owned dealerships shall be considered as one Dealer for the purposes of such calculation), (U) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) with Obligors located in any one State to exceed 30%, (V) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) that are Precomputed Contracts were originated pursuant to the Auto Centers Program to exceed one percent 30% of the Aggregate Principal Balance of all Eligible Contracts, and (1%)W) was originated on an applicable Form of Contract.

Characteristics of Contracts. Each Contract (A) was originated (i) by ---------------------------- pursuant to either the Originator, (ii) Military Finance Program or the Auto Centers Program by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business in accordance with the Underwriting Guidelines (which policies shall not be amended thereafter without the consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, such consent not to be unreasonably withheld), and such Dealer had all necessary licenses and permits to originate Contracts in the state where such Dealer was located, was fully and properly executed by the parties thereto, was purchased by the Originator TFC from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the Originator and Assignment, was validly assigned by such Dealer to the Originator TFC pursuant to a the Dealer Agreement or the Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender TFC to the Originator Borrower pursuant to a Third-Party Lender Assignmentthe Purchase Agreement, and was validly pledged by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, pursuant to the Loan Agreement, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies and was fully and properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Contracts in the State where the Originator, each such Dealer or each such Third-Party Lender was located, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (D) contains customary and enforceable provisions such that as to render the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (EC) is a Contract which provides for level monthly payments Scheduled Contract Payments (provided, provided that the payment in the first or last month monthly collection period and the payment in the life final monthly collection period of the Contract may be minimally different from the normal period and level paymentspayment) thatwhich, if made when due, will shall fully amortize the Amount Financed by maturity over the original term, (D) provides for, in the event that the related Contract is prepaid, a prepayment that fully pays the Principal Balance of such related Contract and yield includes accrued but unpaid interest through the date of prepayment in an amount at least equal to the Annual Percentage Rate, (E) has not been amended or rewritten, or collections with respect to which deferred or waived, other than as expressly permitted pursuant to clause (J) below and as evidenced in the Contract Documents relating thereto, (F) was originated in accordance with the Program Guidelineshas an original term of eleven (11) to sixty (60) months, (G) shall that has been acquired by TFC and, on the related Funding Date for such Contract, is not a Delinquent Contract and, on such date or at any time thereafter, is not an Over-60 Contract, a Repossessed Contract or a Liquidated Contract, and the related Obligor does not have been originated on a Form of Contract other Contracts owing to TFC that meets all applicable Form-of-Contract Requirementsare Delinquent Contracts, Over-60 Contracts, Repossessed Contracts or Liquidated Contracts, (H) shall be originated in has an Eligible State and Annual Percentage Rate of not less than 9.9%, (I) has a remaining Principal Balance of not more than $25,000, (J) has not been extended beyond its original term, except in keeping with TFC's Deferment Policy, a copy of which is attached as Exhibit S hereto, which allows for up to two, one-month deferments in any twelve month period not to exceed up to four, one-month deferments over the life of a monthly-pay contract, (K) was purchased through an Approved Dealer, (L) is due from a U.S. citizen in the case of a Contract that was originated pursuant to the Military Finance Program and a U.S. resident in the case of a Contract that was originated pursuant to the Auto Centers Program and is denominated in U.S. dollars, (M) is secured by a Financed Vehicle and a valid first priority perfected security interest is in effect with respect to such Financed Vehicle, (N) is owned solely by the Borrower free and clear of any lien, claim, or other encumbrance, excluding liens that will be released no later than the applicable Funding Date, (O) with respect to the related security interest in the related Financed Vehicle is perfected and with clear legal right of repossession, (P) was secured by a vehicle with Total Loss Protection coverage or covered by an Insurance Policy, and naming TFC and its assigns as loss payee on the date the loan was purchased from an Approved Dealer by TFC, (Q) meets, in all material respects, all applicable requirements of federal, state, and local laws and regulations, (R) is not subject to any right of setoff by the Obligor, (S) will be clearly marked in the books and records of TFC and the Borrower, as applicable, as being sold to the Borrower, and pledged by the Borrower to the Collateral Agent, (T) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Aggregate Principal Balance as of any date of determination) originated by any one Dealer to exceed 10% (it being understood that commonly owned dealerships shall be considered as one Dealer for the purposes of such calculation), (U) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) with Obligors located in any one State to exceed 30%, (V) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by Aggregate Principal Balance as of any date of determination) that are Precomputed Contracts were originated pursuant to the Auto Centers Program to exceed one percent 30% of the Aggregate Principal Balance of all Eligible Contracts, and (1%)W) was originated on an applicable Form of Contract.

Characteristics of Contracts. Each Contract (i) has either (A) was originated (i) been purchased in a bona fide sale by the OriginatorSeller from a dealer, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement bank, finance company or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle similar entity in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies Seller’s business and was originated by such Person in connection with an advance made for the sale or re-financing of a new or used automobile or light-duty truck and has been fully and properly executed by the parties theretothereto or (B) has been originated by the Seller through direct marketing to consumers who wish to refinance loans obtained by a different lender and, in the case of each of (A) and (B) above, has been validly assigned by the Seller to the Depositor pursuant to, and in accordance with the Originatorterms of, each Dealer the Contribution Agreement , (ii) has created a valid, binding and each Third-Party Lender had all necessary licenses and permits to originate Contracts enforceable security interest in favor of the Seller in the State where related Financed Vehicle, which security interest has been validly assigned by the OriginatorSeller to the Depositor, each such Dealer or each such Third-Party Lender was locatedby the Depositor to the Trust and which will be assigned by the Trust to the Indenture Trustee pursuant to the Indenture, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (Diii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (Eiv) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity (except that the period between the date of such Contract and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments, but not by a material amount) and yield interest at the Annual Percentage Raterelated APR, (Fv) was originated provides for, in the event that such Contract is prepaid, a prepayment that fully pays the Principal Balance of such Contract with interest at the related APR through the date of payment, (vi) is secured by a new or used automobile or light-duty truck, (vii) relates to an Obligor who has made a down payment under such Contract as of the applicable Cutoff Date, (viii) satisfies in all material respects the requirements under the Credit and Collection Policy, and (ix) requires the Obligor thereunder to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%)Seller’s normal requirements.

Characteristics of Contracts. Each Contract (i) has either (A) was originated (i) been purchased in a bona fide sale by the OriginatorSeller from a dealer, (ii) by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and purchased by the Originator from such Dealer under an existing Dealer Agreement bank, finance company or pursuant to a Dealer Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the Originator, such Dealer or such Third-Party Lender for the retail sale, consumer-to-consumer sale or refinancing of a Financed Vehicle similar entity in the ordinary course of the Originator's, the Dealer's or the Third-Party Lender's business, in each case, in accordance with the Originator's credit policies Seller’s business and was originated by such Person in connection with an advance made for the sale or re-financing of a new or used automobile or light-duty truck and has been fully and properly executed by the parties theretothereto or (B) has been originated by the Seller through direct marketing to consumers who wish to refinance loans obtained by a different lender and, in the case of each of (A) and (B) above, is validly contributed by the Seller to the Depositor pursuant to, and in accordance with the Originatorterms of, each Dealer this Agreement, (ii) has created a valid, binding and each Third-Party Lender had all necessary licenses and permits to originate Contracts enforceable security interest in favor of the Seller in the State where related Financed Vehicle, which security interest has been validly assigned by the OriginatorSeller to the Depositor, each such Dealer or each such Third-Party Lender was locatedwill be validly assigned by the Depositor to the Trust pursuant to the Sale and Allocation Agreement and will be validly assigned by the Trust to the Indenture Trustee pursuant to the Indenture, (C) has not been amended or collections with respect to which waived, other than as evidenced in the Legal File relating thereto, (Diii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (Eiv) provides for level monthly payments (provided, that the payment in the first or last month in the life of the Contract may be minimally different from the level payments) that, if made when due, will fully amortize the Amount Financed by maturity (except that the period between the date of such Contract and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments, but not by a material amount) and yield interest at the Annual Percentage Raterelated APR, (Fv) provides for, in the event that such Contract is prepaid, a prepayment that fully pays the Principal Balance of such Contract with interest at the related APR through the date of payment, (vi) was originated selected by selection procedures believed by the Seller not to be adverse to the Depositor and with respect to which information provided to the Depositor and its assigns pursuant to the Transaction Documents is true and correct in all material respects, (vii) is secured by a new or used automobile or light-duty truck, (viii) relates to an Obligor who has made a down payment under such Contract as of the applicable Cutoff Date, if required, (ix) satisfies in all material respects the requirements under the Credit Policy, and (x) requires the Obligor thereunder to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with the Program Guidelines, (G) shall have been originated on a Form of Contract that meets all applicable Form-of-Contract Requirements, (H) shall be originated in an Eligible State and (I) will not, as a result of the addition of such Contract to the pool of Eligible Contracts, cause the percentage of Eligible Contracts (by aggregate Principal Balance as of any date of determination) that are Precomputed Contracts to exceed one percent (1%)Seller’s normal requirements.