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 (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 (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 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, Seller and 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 misrepresentationterms, (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 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 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 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 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 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 (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 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 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 (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 (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 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 (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 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 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 (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 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 is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding. (G) is a retail installment contract.200[ ]-[ ] Sale and Servicing Agreement)

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 is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding. (G) is a retail installment contract.2009-A 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 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 (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 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 '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 (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

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 (2006-B Sale and Servicing Agreement) 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 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 is not shown on the Servicer’s records as a debtor in pending bankruptcy proceeding. (G) is a retail installment contract.2011-B Receivables Purchase Agreement)

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 is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding. (G) is a retail installment contract.2011-B Sale and Servicing Agreement)

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 agreement Dealer Agreement with the Seller, and 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 misrepresentationterms, (Bb) shall have created or shall create a valid, subsisting binding, 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) in the case of Standard Receivables, 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 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 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 (Gg) is a retail installment sales contract, (h) is secured by a new or used automobile or light- or medium-duty truck, and (i) is an Actuarial Receivable or a Simple Interest Receivable (and may also be a Final Payment 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 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 is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding. (G) is a retail installment contract.2011-A Sale and Servicing Agreement)

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 (2010-B Receivables Purchase Agreement) 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 (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 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 (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 is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding. (G) is a retail installment contract.2010-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 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.