Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming parties (and the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Asset Representations Review Agreement.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Issuer as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party party, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming party and the Indenture Trustee Issuer as secured party and identifying listing the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; , as well as a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying listing the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Contracts after the Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming parties (and the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, Trust Depositor, the Trust Depositor Issuer and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Issuer as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party party, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g. [USE IF NO GRANTOR TRUST:][(g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h] [USE FOR GRANTOR TRUST STRUCTURE:][(g) An Officer’s Certificate from A UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party, naming the Seller certifying that Underlying Trust as secured party and identifying the Seller, on or prior to the Closing Date, has indicated in its computer filesContract Assets as collateral, in accordance proper form for filing with its customary standards, policies the appropriate office in Nevada; and procedures, that a UCC financing statement naming Trust Depositor as debtor and naming the Contracts have been conveyed to Underlying Trust as secured party and identifying the Trust Depositor pursuant to this AgreementCorpus as collateral, in proper form for filing with the appropriate office in Nevada. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate offices in Nevada and Illinois of UCC financing statement naming statements executed by the Seller Seller, as debtor, naming the Trust Depositor as secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office offices in Nevada; a Nevada and Illinois of UCC financing statement naming statements executed by the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office officers in Nevada; and a Delaware of UCC financing statement naming statements executed by the Trust as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming parties (and the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee[, the documents, certificates Underlying Trustee] and other items as followsthe Indenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor [and the Trust Trust] as assignor secured parties, naming parties (and the [Indenture Trustee Trustee][Underlying Trust as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in [(i)] the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee [ and Servicing (ii) the Risk Retention Reserve Account of the Risk Retention Reserve Account Deposit]. (l) A fully executed Transfer and Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement [and Underlying Trust Agreement]. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Asset Representations Review Agreement. (q) A fully executed Interest Rate [Swap][Cap] Agreement.]

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured partiesparty, naming the Indenture Trustee Underlying Trust as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, debtor and naming the Underlying Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, Trustee as secured party party, and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Contracts after the Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee[, the documents, certificates Underlying Trustee] and other items as followsthe Indenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor [and the Trust Trust] as assignor secured parties, naming parties (and the [Indenture Trustee Trustee][Underlying Trust as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in [(i)] the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee[ and Servicing (ii) the Risk Retention Reserve Account of the Risk Retention Reserve Account Deposit]. (l) A fully executed Transfer and Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement [and Underlying Trust Agreement]. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Asset Representations Review Agreement. (q) A fully executed Interest Rate [Swap][Cap] Agreement.]

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee, the documents, certificates Underlying Trustee and other items as followsthe Indenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming party (and the Indenture Trustee Underlying Trust as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Underlying Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement and Underlying Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Asset Representations Review Agreement.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President or other authorized officer of the general partner of the Seller together with an Assignment substantially in the form attached as Exhibit EXHIBIT A hereto. (b) A certificate of an officer of the general partner of the Seller substantially in the form of Exhibit EXHIBIT B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of EXHIBIT D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors general partner of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of general partner of the Seller. (f) Officially certified recent evidence of due incorporation formation and good standing of the Seller under the laws of NevadaIllinois. (g) A Evidence of proper filing with the appropriate offices in Illinois of UCC financing statement naming statements executed by the Seller as debtor/seller, naming the Trust Depositor as secured party/purchaser and the Trust Issuer as assignor secured partiesassignee, naming the Indenture Trustee as secured party and identifying listing the Contract Assets as collateral, in collateral as well as evidence of proper form for filing with the appropriate office offices in Nevada; a Delaware of UCC financing statement naming Financing statements executed by the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party assignee, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section SECTION 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming parties and the Indenture Trustee as secured party and identifying listing the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; , as well as a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying listing the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming parties and the Indenture Trustee as secured party and identifying listing the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; , as well as a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying listing the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Owner Trust as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party party, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee[, the documents, certificates Underlying Trustee] and other items as followsthe Indenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor [and the Trust Trust] as assignor secured parties, naming parties (and the [Indenture Trustee Trustee][Underlying Trust as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement [and Underlying Trust Agreement]. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Asset Representations Review Agreement. (q) A fully executed Interest Rate [Swap][Cap] Agreement.]

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Interest Rate Swap Agreement.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Issuer as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Seller Issuer as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party, and identifying listing the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming parties (and the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. [(p) A fully executed Interest Rate Swap Agreement.]

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of the documents, certificates Owner Trustee and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment substantially in the form attached as Exhibit of EXHIBIT A heretohereto (along with delivery of any instruments required under Section 2.06). (b) A certificate of an officer of the Seller substantially in the forms of EXHIBIT hereto and of an officer of the Trust Depositor substantially in the form of Exhibit EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Seller and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller Seller, the Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of the Seller Seller, the Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller, the Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of NevadaDelaware. (g) A Evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statement naming statements executed by the Seller Seller, as debtor, naming the Trust Depositor as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral; and evidence of proper filing with appropriate officer in the UCC Filing Locations of UCC financing statements executed by the Trust Depositor, as assignor debtor, naming the Owner Trustee as secured parties, party (and the Indenture Trustee as assignee) and identifying the Trust Assets as collateral; and evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statements executed by the Trust and naming the Indenture Trustee as secured party and identifying the Contract Assets Collateral, as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that an Officer's Certificate from the Contracts have been conveyed Servicer to the effect that such amount is correct. (j) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Trust Depositor pursuant to this Depositor. (k) A fully executed Transfer and Sale Agreement. (l) A fully executed Trust Agreement. (m) A fully executed Administration Agreement. (n) A fully executed Indenture. (o) (i) The documentsan opinion of Winston & Xxxxxx to the effect that for federal income tax purposes, certificates the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and other items described in Section 2.02 Class C Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation, and (ii) an opinion of Bose XxXxxxxx & Xxxxx to the effect that for State of Indiana income tax purposes, the characterization of the Sale Trust will correspond to its characterization for federal income tax purposes and Servicing Agreementthe Class A-1 Notes, to the extent not already described aboveClass A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes will be characterized as debt for state income tax purposes. (p) A fully executed Guaranty.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor/seller, naming Trust Depositor as secured party/purchaser and the Owner Trust as assignee, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party assignee, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from Seller confirming that Seller’s compliance officer has reviewed the Seller certifying original of each Initial Contract and each related Contract File, that each Initial Contract and related Contract File conforms in all material respects with the initial List of Contracts and each such Contract File is complete, that each document required be an original, and that the Sellerface of each original Initial Contract has been stamped with the following notation: “This Contract/Note is subject to a security interest granted to Harley-Davidson Motorcycle Trust 2002-1. A UCC1 financing statement covering this Contract/Note has been filed with the Secretary of State of the State of Nevada. Such lien will be released only in connection with appropriate filings in such offices. Consequently, on or prior potential purchasers of this Contract/Note must refer to the Closing Date, such filings to determine whether such lien has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreementreleased.” (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of the documents, certificates and other items as followsOwner Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate offices in Nevada and Illinois of UCC financing statement naming statements executed by the Seller Seller, as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office offices in Nevada; a Nevada and Illinois of UCC financing statement naming statements executed by the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Owner Trustee as secured party and identifying the Trust Corpus as collateral; and evidence of proper filing with appropriate officers in Delaware of UCC financing statements executed by the Trust and naming the Indenture Trustee, in as secured party and identifying the Collateral, as collateral; and evidence of proper form for filing with the appropriate office offices in Nevada; Nevada and a Illinois of UCC financing statement naming statements executed by the Trust Depositor, as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral Other Collateral, as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Trust Depositor. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming party and the Indenture Trustee Issuer as secured party and identifying listing the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; , as well as a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying listing the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, Trust Depositor, the Trust Depositor Issuer and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust Issuer as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Issuer as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party party, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[_____], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g. [USE IF NO GRANTOR TRUST:][(g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h] [USE FOR GRANTOR TRUST STRUCTURE:][(g) An Officer’s Certificate from A UCC financing statement naming the Seller certifying that the Selleras debtor, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to naming the Trust Depositor pursuant to this Agreementas assignor secured party, naming the Underlying Trust as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor and naming the Underlying Trust as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.]

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of EXHIBIT D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor/seller, naming Trust Depositor as secured party/purchaser and the Owner Trust as assignee, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party assignee, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from Seller confirming that Seller's compliance officer has reviewed the Seller certifying original of each Initial Contract and each related Contract File, that each Initial Contract and related Contract File conforms in all material respects with the initial List of Contracts and each such Contract File is complete, that each document required be an original, and that the Sellerface of each original Initial Contract has been stamped with the following notation: "This Contract/Note is subject to a security interest granted to Harley-Davidson Motorcycle Trust 2003-1. A UCC1 financing statement covering this Contract/Note has been filed with the Secretary of State of the State of Nevada. Such lien will be released only in connection with appropriate filings in such offices. Consequently, on or prior potential purchasers of this Contract/Note must refer to the Closing Date, such filings to determine whether such lien has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreementreleased." (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of EXHIBIT D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor/seller, naming Trust Depositor as secured party/purchaser and the Owner Trust as assignee, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party assignee, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from Seller confirming that Seller's compliance officer has reviewed the Seller certifying original of each Initial Contract and each related Contract File, that each Initial Contract and related Contract File conforms in all material respects with the initial List of Contracts and each such Contract File is complete, that each document required be an original, and that the Sellerface of each original Initial Contract has been stamped with the following notation: "This Contract/Note is subject to a security interest granted to Harley-Davidson Motorcycle Trust 2001-2. A UCC1 financing statement covering this Contract/Note has been filed with the Secretary of State of the State of Nevada. Such lien will be released only in connection with appropriate filings in such offices. Consequently, on or prior potential purchasers of this Contract/Note must refer to the Closing Date, such filings to determine whether such lien has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreementreleased." (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Contracts after the Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) Evidence of deposit in the Yield Supplement Account of the Yield Supplement Initial Deposit by the Owner Trustee. (m) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (n) A fully executed Trust Agreement. (o) A fully executed Administration Agreement. (p) A fully executed Indenture. (q) A fully executed Interest Rate Swap Agreement.

Conditions to the Closing. On or before the Closing Date, the Seller Sellers shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the respective Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the each respective Seller substantially in the form of Exhibit B heretoC-2 to the Sale and Servicing Agreement. (c) An opinion of counsel for the Seller Sellers substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the respective Seller or of the Executive Committee of the Board of Directors of the respective Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the respective Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller Sellers under the laws of NevadaDelaware. (g) A UCC financing statement naming An Officer's Certificate from the respective Seller confirming that the respective Seller's compliance officer has reviewed the original of each Contract and each related Contract File, that each Contract and related Contract File conforms in all material respects with the List of Contracts and each such Contract File is complete, that each document required be an original, and that the face of each original Contract has been stamped with the following notation: "This Contract is subject to a security interest granted to [ ] as debtor, naming Owner Trustee for the Xxxxxx Equipment Asset Receivables Trust Depositor 1997-1. UCC-1 Financing Statements covering this Contract have been filed with the Secretary of State of the State of Delaware and the Trust as assignor secured partiesSecretary of State of the State of Illinois. Such lien will be released only in connection with appropriate filings in such offices. Consequently, naming the Indenture Trustee as secured party and identifying the potential purchasers of this Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delawaremust refer to such filings to determine whether such lien has been released." (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as Exhibit of EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of EXHIBIT B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of EXHIBITS D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate offices in Nevada and Illinois of UCC financing statement naming statements executed by the Seller Seller, as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office offices in Nevada; a Nevada and Illinois of UCC financing statement naming statements executed by the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Owner Trustee as secured party and identifying the Trust Corpus as collateral; and evidence of proper filing with appropriate officers in Delaware of UCC financing statements executed by the Trust and naming the Indenture Trustee, in as secured party and identifying the Collateral, as collateral; and evidence of proper form for filing with the appropriate office offices in Nevada; Nevada and a Illinois of UCC financing statement naming statements executed by the Trust Depositor, as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral Other Collateral, as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Trust Depositor. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Contracts after the Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of the documents, certificates and other items as followsOwner Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters Initial Purchaser and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate offices in Nevada and Illinois of UCC financing statement naming statements executed by the Seller Seller, as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office offices in Nevada; a Nevada and Illinois of UCC financing statement naming statements executed by the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Owner Trustee as secured party and identifying the Trust Corpus as collateral; and evidence of proper filing with appropriate officers in Delaware of UCC financing statements executed by the Trust and naming the Indenture Trustee, in as secured party and identifying the Collateral, as collateral; and evidence of proper form for filing with the appropriate office offices in Nevada; Nevada and a Illinois of UCC financing statement naming statements executed by the Trust Depositor, as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral Other Collateral, as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Trust Depositor. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer's Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer's Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party assignee) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Owner Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP[ ], or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor [and the Trust Trust] as assignor secured parties, naming part[ies] (and the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee, Trustee as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this AgreementServicer’s Servicing Officers. (i) Evidence of deposit in the Collection Account of all funds received with respect to the Initial Contracts after the Initial Cutoff Date, and prior to the Business Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct. (j) The documents, certificates and other items described Officer’s Certificate of the Seller specified in Section 2.02 2.02(h) of the Transfer and Sale Agreement. (k) Evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Servicing Sale Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. [(p) A fully executed Interest Rate Swap Agreement.]

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit EXHIBIT A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit EXHIBIT B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of EXHIBIT D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor/seller, naming Trust Depositor as secured party/purchaser and the Owner Trust as assignee, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party assignee, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from Seller confirming that Seller's compliance officer has reviewed the Seller certifying original of each Initial Contract and each related Contract File, that each Initial Contract and related Contract File conforms in all material respects with the initial List of Contracts and each such Contract File is complete, that each document required be an original, and that the Sellerface of each original Initial Contract has been stamped with the following notation: "This Contract/Note is subject to a security interest granted to Harley-Davidson Motorcycle Trust 2001-3. A UCC1 financing statement covering this Contract/Note has been filed with the Secretary of State of the State of Nevada. Such lien will be released only in connection with appropriate filings in such offices. Consequently, on or prior potential purchasers of this Contract/Note must refer to the Closing Date, such filings to determine whether such lien has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreementreleased." (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of Owner Trustee and the documents, certificates and other items as followsIndenture Trustee: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller substantially and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor Seller and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Seller/Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller/Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada. (g) A Evidence of proper filing with the appropriate office in Nevada of a UCC financing statement naming the Seller Seller, as debtor, naming the Trust Depositor as assignor secured party (and the Trust as assignor secured parties, naming the Indenture Trustee as secured party party) and identifying the Contract Assets as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming the Trust Depositor Depositor, as debtor, naming the Trust as assignor secured party, naming party (and the Indenture Trustee as secured party party) and identifying the Trust Corpus as collateral, in ; and evidence of proper form for filing with the appropriate office in Nevada; and Delaware of a UCC financing statement naming the Trust Trust, as debtor, and naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from listing the Seller certifying that Servicer’s Servicing Officers. (i) Evidence of deposit in the Seller, on or prior Collection Account of all funds received with respect to the Contracts after the Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that the Contracts have been conveyed to an Officer’s Certificate from the Trust Depositor pursuant to this the effect that such amount is correct. (j) The Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture. (p) A fully executed Interest Rate Swap Agreement.

Conditions to the Closing. On or before the Closing Date, the Seller Trust Depositor shall deliver or cause to be delivered the following documents to the Trust Depositor each of the documents, certificates Owner Trustee and other items as followsIndenture Trustee: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller Trust Depositor, together with an Assignment substantially in the form attached as of Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and of an officer of the Trust Depositor substantially in the form of Exhibit B hereto. (c) An opinion Opinions of counsel for the Seller and the Trust Depositor substantially in the form of Exhibits D, E and substance reasonably satisfactory to the Underwriters F hereto (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Sellers and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying which identifies those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of each of the Seller Sellers, the Servicer and the Trust Depositor or of the Executive Committee of the Board of Directors of each of the Seller Sellers, the Servicer and the Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunderhereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the SellerSellers, the Servicer and the Trust Depositor. (f) Officially certified certified, recent evidence of due incorporation and good standing of each of the Seller Sellers and the Trust Depositor under the laws of NevadaDelaware. (g) A Evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statement naming the Seller statements executed by each Seller, as debtor, naming the Trust Depositor as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral; and evidence of proper filing with appropriate officer in the UCC Filing Locations of UCC financing statements executed by the Trust Depositor, as assignor debtor, naming the Owner Trustee as secured parties, party (and the Indenture Trustee as assignee) and identifying the Trust Assets as collateral; and evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statements executed by the Trust and naming the Indenture Trustee as secured party and identifying the Contract Assets Collateral, as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s 's Certificate from listing the Seller certifying that Servicer's Servicing Officers. (i) Evidence of deposit in the Seller, Collection Account of all funds received with respect to the Initial Contracts on or prior after the Initial Cutoff Date to the Closing Date, has indicated in its computer files, in accordance together with its customary standards, policies and procedures, that an Officer's Certificate from the Contracts have been conveyed Servicer to the Trust Depositor pursuant to this effect that such amount is correct. (j) The Officer's Certificate of each Seller specified in Section 2.02(h) of the Transfer and Sale Agreement. (ik) The documents, certificates and other items described Evidence of deposit in Section 2.02 the Reserve Fund of the Reserve Fund Initial Deposit by the Trust Depositor. (l) A fully executed Transfer and Sale and Servicing Agreement, to the extent not already described above. (m) A fully executed Trust Agreement. (n) A fully executed Administration Agreement. (o) A fully executed Indenture.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in the form and substance reasonably satisfactory of Exhibit D to the Underwriters (Sale and including as an addressee thereof each Rating Agency)Servicing Agreement. (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in Evidence of proper form for filing with the appropriate office in Nevada; Nevada of a UCC financing statement naming Seller as debtor, naming Trust Depositor as assignor secured party and the Owner Trust as secured party, and listing the Contract Assets as collateral as well as evidence of proper filing with the appropriate office in Delaware of a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust Issuer as debtor, naming the Indenture Trustee, as secured party party, and identifying listing the Collateral Contract Assets as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.