Common use of Characteristics of Receivables Clause in Contracts

Characteristics of Receivables. Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms of such agreement, shall have been subsequently sold by AHFC to the Seller pursuant to the Receivables Purchase Agreement and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting continuing and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gvi) is a retail installment contractallows for prepayment and partial prepayment without penalty.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms of such agreement, shall have been subsequently sold by AHFC to the Seller pursuant to the Receivables Purchase Agreement and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting continuing and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to this Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest shall be assignable, and shall be so assigned, by the Seller to the Purchaser hereby, (Ciii) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gvi) is a retail installment contractallows for prepayment and partial prepayment without penalty.

Characteristics of Receivables. Each Receivable (Aa) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased either (X) by the Seller from such a Dealer under an existing dealer agreement with the Seller, Seller and shall have been validly assigned by such Dealer to the Seller in accordance or (Y) by PRIMUS from a Dealer or other finance source (provided that such purchase relates to an individual Receivable and not a bulk purchase) under an existing agreement with its terms and, to the best knowledge of the Seller, PRIMUS and shall have been sold validly assigned by a such Dealer without fraud or misrepresentationother finance source to PRIMUS and shall have been validly assigned by PRIMUS to the Seller in the ordinary course of business, (Bb) shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest shall be assignable by the Seller to the Purchaser, (Cc) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Dd) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its APRthe Annual Percentage Rate, (Ee) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRBalance, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gf) is an Actuarial Receivable or a retail installment contractSimple Interest Receivable.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms of such agreement, shall have been subsequently sold by AHFC to the Seller pursuant to the Receivables Purchase Agreement and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting continuing and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms of such agreement, shall have been subsequently sold by AHFC to the Seller pursuant to the Receivables Purchase Agreement and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting continuing and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable Receivable (Ai) shall have been was originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully business and such Dealer had all necessary licenses and permits to originate Receivables in the State where it was located; (ii) was duly and properly executed by the parties thereto, shall have been was purchased by the Seller from such a Dealer under an existing agreement with a Dealer Agreement pursuant to which the Seller, shall have been Seller acquires Receivables in the ordinary course of business and was validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, ; (Biii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain contains customary and enforceable provisions such that as to render the rights and remedies of the holder thereof shall be adequate for realization against the collateral security; (iv) is secured by a Financed Vehicle that, as of the benefits of the securityCutoff Date, has not been repossessed; (Dv) shall provide is fully amortizing and provides for level Monthly Payments monthly payments (provided that the first or last payment in the first monthly period and the final monthly period of the life of the Receivable may be minimally different from the level payment) that which, if made when due shall fully amortize the Amount Financed amount financed over its the original term and shall provide for a finance charge or shall yield interest at its APRthe rate set forth on the Receivable; (vi) is a fixed rate, simple interest loan; (Evii) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance principal balance and includes any accrued but and unpaid interest at least due pursuant to the related contract through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRthe rate set forth on the Receivable; and (viii) has not been amended or collections with respect to which waived, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractother than as evidenced in the Receivable File related thereto.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid simple interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRmethod, (F) shall have has an Obligor that which is not an affiliate of HCA, is not a federal, state government or local governmental entity subdivision or agency and is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding and (G) is a retail installment contracteach Receivable allows for prepayments without penalty and requires that the principal balance be paid in full to prepay the Receivable in full.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid simple interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRmethod, (F) shall have has an Obligor that which is not an affiliate of the Seller, is not a federal, state government or local governmental entity subdivision or agency and is not shown on the Servicer’s records as a debtor in pending bankruptcy proceeding and (G) is a retail installment contracteach Receivable allows for prepayments without penalty and requires that the principal balance be paid in full to prepay the Receivable in full.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not an affiliate of the Seller, is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationAHFC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting continuing and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not an affiliate of HCA, is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in a pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not an affiliate of HMFC, is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in a pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Trustee, (Ciii) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not an affiliate of HMFC, is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States of America by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from TMS Auto Finance which in turn shall have purchased such Receivable from such Dealer under an existing dealer agreement with the Seller, TMS Auto Finance and shall have been validly assigned by such Dealer TMS Auto Finance to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentationterms, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMS Auto Finance in the related Financed Vehicle, which security interest has been assigned by TMS Auto Finance to the Seller, which in turn shall be assignable by the Seller to the Trust, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APRby maturity, (Ev) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable Contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid a full months interest at least through to the date of payment in the month of prepayment in an amount calculated by using an interest rate at least equal to its APRthe Annual Percentage Rate, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gvi) is a retail installment contracthas not been amended or collections with respect to which have been waived, other than as evidenced in the Receivable File relating thereto.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the Simple Interest Method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid simple interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRmethod, (F) shall have has an Obligor that which is not an affiliate of the Seller, is not a federal, state government or local governmental entity subdivision or agency and is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding and (G) is a retail installment contracteach Receivable allows for prepayments without penalty and requires that the principal balance be paid in full to prepay the Receivable in full.

Characteristics of Receivables. Each Receivable (Ai) shall have been was originated in the United States of America and is denominated in United States dollars by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business, shall have been was fully and properly executed by the parties thereto, was purchased by the Depositor from Franklin Capital or Franklin SPE, which in turn shall have been purchased by the Seller Franklin Capital from such Dealer under an existing dealer agreement with the SellerFranklin Capital, and shall have been validly assigned by such Dealer Franklin Capital or Franklin SPE to the Seller Depositor in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentationterms, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority perfected security interest in favor of the Seller Franklin Capital or Franklin SPE in the related Financed Vehicle, which security interest has been assigned by Franklin Capital or Franklin SPE, as applicable, to the Depositor, which in turn has been assigned by the Depositor to the Trust, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term by maturity and shall provide (v) provides for a finance charge or shall yield calculation of interest at its APR, (E) shall provide for, in accordance with the Simple Interest Method. Except as otherwise evidenced in the event that Receivable File relating thereto, the terms of each Receivable have not been amended and collections relating to such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractbeen waived.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Aa) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing dealer agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bb) shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest shall be assignable by the Seller to the Purchaser, (Cc) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Dd) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its APRthe Annual Percentage Rate, (Ee) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRBalance, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gf) is a retail installment contractPrecomputed Receivable or a Simple Interest Receivable.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States of America by a Dealer for the retail sale of the related Financed Vehicle Seller in the ordinary course of such Dealer’s business, the Seller's business in accordance with its underwriting guidelines and shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest has been assigned by the Seller to the Transferor which security interest has been assigned from the Transferor to the Depositor and from the Depositor to the Issuer, which has assigned such security interest to the Indenture Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall be Simple Interest Receivables and shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its the original term and shall provide for a finance charge or shall yield interest at its APRthe rate per annum specified on Schedule A hereto, and has not been amended or collections with respect to which have been waived and (Ev) shall provide for, be denominated in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractU.S. dollars.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to this Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated by a Dealer located in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s businessVehicle, shall have been fully and properly executed by the parties Obligor thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the SellerAHFC, shall have been subsequently sold by a Dealer without fraud or misrepresentationAHFC to the RPA Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the RPA Seller and shall be assignable, and shall be so assigned, by the RPA Seller to the Issuer, (Ciii) shall contain customary provisions that permit the repossession and enforceable provisions such that the rights and remedies sale of the holder thereof shall be adequate for realization against Financed Vehicle upon a default under the collateral of Receivable by the benefits of the securityObligor, (Div) shall provide shall, except as otherwise provided in this Agreement, provide, at the time of origination, for level Monthly Payments (provided that the first or and last payment payments in the life of the Receivable may be minimally different from but in no event more than two times the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APRterm, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRContract Rate, (Fvi) shall have an Obligor that is not listed on Seller’s records as a federal, state or local governmental entity and (Gvii) is a retail installment sales contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee on behalf of the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee on behalf of the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Aa) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by the Seller in connection with the refinancing by the Seller of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement Dealer Agreement with the SellerSeller (unless such Receivable was originated by the Seller in connection with a refinancing), and shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to (unless such Receivable was originated by the best knowledge of the Seller, shall have been sold by Seller in connection with a Dealer without fraud or misrepresentationrefinancing), (Bb) shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of the Seller in on the related Financed Vehicle, which security interest has been validly assigned by shall assignable by the Seller to the Purchaser, (Cc) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Dd) in the case of Standard Receivables, shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) monthly payments that fully amortize the Amount Financed over its original term by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a finance charge or shall series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at its the APR, (Ef) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRthereon, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gg) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle, and (i) is an Actuarial Receivable or a Simple Interest Receivable (and may also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to this Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s customary servicing practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to this Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractinterest.

Characteristics of Receivables. Each Receivable (Aa) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from Ford Credit, which in turn shall have purchased such Receivable from such Dealer under an existing dealer agreement with the SellerFord Credit, and shall have been validly assigned by such Dealer to Ford Credit, which in turn shall have been validly assigned by Ford Credit to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentationterms, (Bb) shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of the Seller Ford Credit in the related Financed Vehicle, which security interest has been assigned by Ford Credit to the Seller, which in turn shall be assignable by the Seller to the Issuer, (Cc) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Dd) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its APRthe Annual Percentage Rate, (Ee) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRBalance, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gf) is a retail installment contractPrecomputed Receivable or a Simple Interest Receivable.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid simple interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRmethod, (F) shall have has an Obligor that which is not an affiliate of HCA, is not a federal, state government or local governmental entity subdivision or agency and is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding and (G) is a retail installment contract.each Receivable allows for prepayments without penalty and requires that the principal balance be paid in full to prepay the Receivable in full. Exhibit A-3 (2013-B Sale and Servicing Agreement)

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller Originator from such Dealer under an existing agreement with the SellerOriginator, shall have been validly assigned by such Dealer to the Seller Originator in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationthe Originator to the Transferor pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller Originator in the related Financed Vehicle, which security interest has been assigned by the Originator to the Transferor and shall be assignable, and shall be so assigned, by the Transferor to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s businessbusiness and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer’s records as a retail installment contractdebtor in a pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (A) shall have been was originated in the United States of America by a Dealer located in the United States of America for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business and satisfied the Seller's Credit and Collection Policy as of the date of origination of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have has been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have Dealer Agreement and has been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) shall contain contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be are adequate for realization against the collateral of the benefits of the security, (D) shall provide provides for fixed level Monthly Payments monthly payments (provided that the first or last payment in the life last month of the term of the Receivable may be minimally insignificantly different from the level paymentpayments) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its the APR, (E) shall provide for, in amortizes using the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance simple interest method and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have has an Obligor that which is not an affiliate of HMFC, is not a federal, state government or local governmental entity subdivision or agency and (G) is not shown on the Servicer's records as a retail installment contractdebtor in a pending bankruptcy proceeding.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to this Agreement, (Bii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest shall be assignable, and shall be so assigned, by the Seller to the Purchaser hereby, (Ciii) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing 8 Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gvi) is a retail installment contractallows for prepayment and partial prepayment without penalty.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller American Honda from such Dealer under an existing agreement with the Seller, American Honda and shall have been validly assigned by such Dealer to the Seller American Honda in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationAmerican Honda to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller American Honda in the related Financed Vehicle, which security interest has been assigned by American Honda to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in the Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Aa) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing dealer agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bb) shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest shall be assignable by the Seller to the Purchaser, (Cc) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Dd) shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term by maturity and shall provide for a finance charge or shall yield interest at its APRthe Annual Percentage Rate, [and] (Ee) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APRBalance[, (F) shall have an Obligor that is not a federal, state or local governmental entity and (Gf) is an Actuarial Receivable or a retail installment contractSimple Interest Receivable.]

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationthe Seller to the Depositor pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest has been assigned by the Seller to the Depositor and shall be assignable, and shall be so assigned, by the Depositor to the Issuer, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and entity, (Gvii) is a retail installment contractRetail Installment Contract, (viii) was originated on or after , (ix) provides for the allocation of payments thereon on the simple interest method and (x) constitutes "chattel paper" as defined in the UCC.

Characteristics of Receivables. Each Receivable (Ai) shall ------------------------------ have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller IMAC from such Dealer under an existing agreement with the SellerIMAC, shall have been validly assigned by such Dealer to the Seller IMAC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationIMAC to the Depositor pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller IMAC in the related Financed Vehicle, which security interest has been assigned by IMAC to the Depositor and shall be assignable, and shall be so assigned, by the Depositor to the Issuer, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and entity, (Gvii) is a retail installment contractRetail Installment Contract, (viii) was originated on or after July 1, 1998, (ix) provides for the allocation of payments thereon on the simple interest method and (x) constitutes "chattel paper" as defined in the UCC.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationAHFC to the Seller pursuant to the Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APRAPR in either case calculated based on the Rule of 78s, the single interest method or the actuarial method, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller AHFC from such Dealer under an existing agreement with the SellerAHFC, shall have been validly assigned by such Dealer to the Seller AHFC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationAHFC to the Transferor pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Transferor and shall be assignable, and shall be so assigned, by the Transferor to the Owner Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fvi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Trustee, (Ciii) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR, in either case calculated based on the Rule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.event

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller American Honda from such Dealer under an existing agreement with the Seller, American Honda and shall have been validly assigned by such Dealer to the Seller American Honda in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationAmerican Honda to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller American Honda in the related Financed Vehicle, (C) shall contain customary which security interest has been assigned by American Honda to the Seller and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against assignable, and shall be so assigned, by the collateral of Seller to the benefits of the securityTrustee, (Diii) shall shall, except as otherwise provided in the Agreement, provide for level Monthly Payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Eiv) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (Fv) shall provide for, in the event that such Receivable is prepaid in full, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (vi) shall have an Obligor that is not a federal, state or local governmental entity and (Gvii) is a retail installment contract.

Characteristics of Receivables. Each Receivable (Ai) shall have ------------------------------ been originated in the United States of America by a Dealer for the retail sale of the related Financed Vehicle Seller in the ordinary course of such Dealer’s business, the Seller's business in accordance with its underwriting guidelines and shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest has been assigned by the Seller to the Transferor which security interest has been assigned from the Transferor to the Depositor and from the Depositor to the Issuer, which has assigned such security interest to the Indenture Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall be Simple Interest Receivables and shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its the original term and shall provide for a finance charge or shall yield interest at its APRthe rate per annum specified on Schedule A hereto, and has not been amended or collections with respect to which have been waived and (Ev) shall provide for, be denominated in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractU.S. dollars.

Characteristics of Receivables. Each Receivable (Ai) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller TMCC from such Dealer under an existing agreement with the Seller, TMCC and shall have been validly assigned by such Dealer to the Seller TMCC in accordance with its the terms and, to the best knowledge of the Seller, such agreement and shall have been subsequently sold by a Dealer without fraud or misrepresentationTMCC to the Seller pursuant to the Receivables Purchase Agreement, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (Ciii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral Collateral of the benefits of the security, security and (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (Ev) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.interest. <R>(b)

Characteristics of Receivables. Each Receivable (Ai) shall have been ------------------------------ originated in the United States of America by a Dealer for the retail sale of the related Financed Vehicle Seller in the ordinary course of such Dealer’s business, the Seller's business in accordance with its underwriting guidelines and shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (Bii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, which security interest has been assigned by the Seller to the Transferor which security interest has been assigned from the Transferor to the Depositor and from the Depositor to the Issuer, which has assigned such security interest to the Indenture Trustee, (Ciii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (Div) shall be Simple Interest Receivables and shall provide for level Monthly Payments monthly payments (provided that the payment in the first or last payment month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its the original term and shall provide for a finance charge or shall yield interest at its APRthe rate per annum specified on Schedule A hereto, and has not been amended or collections with respect to which have been waived and (Ev) shall provide for, be denominated in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contractU.S. dollars.