Common use of Eligibility of Receivables Clause in Contracts

Eligibility of Receivables. (i) The RPA Seller hereby (A) makes the representations and warranties set forth on Exhibit A as of the Cutoff Date as to the Receivables (on which the Purchaser relies in accepting the Receivables) and (B) consents to the assignment by the Purchaser to the Issuer of the Purchaser’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer under the Sale and Servicing Agreement and the pledge of such Receivables to the Indenture Trustee under the Indenture. The RPA Seller hereby acknowledges and agrees that under the Sale and Servicing Agreement, the Purchaser will transfer to the Issuer the Purchaser’s rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller as set forth on Exhibit A to this Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities), together with all rights of the Purchaser with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with this Agreement. Any inaccuracy in any of such representations or warranties will be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying retail installment sales contract. (ii) The RPA Seller hereby agrees that the Administrator, on behalf of the Issuer, shall have the right to enforce any and all rights under this Agreement assigned to the Issuer under the Sale and Servicing Agreement, including the right to cause the RPA Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A, directly against the RPA Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Purchaser.

Eligibility of Receivables. (i) The RPA Seller hereby (A) makes the representations and warranties set forth on Exhibit A as of the Cutoff Date as to the Receivables (on which the Purchaser relies in accepting the Receivables) Receivables and (B) consents consented to the assignment by the Purchaser to the Issuer of the Purchaser’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer under the Sale and Servicing Agreement and the pledge of such Receivables to the Indenture Trustee under the Indenture. The RPA Seller hereby acknowledges and agrees that under the Sale and Servicing Agreement, the Purchaser will transfer to the Issuer the Purchaser’s rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller as set forth on Exhibit A to this Agreement (Agreement, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities), together with all rights of the Purchaser with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with this Agreement. Any inaccuracy in any of such representations or warranties will be deemed not to constitute a breach of such representations or warranties warranty if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying retail installment sales contractReceivable. (ii) The RPA Seller hereby agrees that the Administrator, on behalf of the Issuer, Issuer shall have the right to enforce any and all rights under this Agreement assigned to the Issuer under the Sale and Servicing Agreement, including the right to cause the RPA Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A, directly against the RPA Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Purchaser.

Eligibility of Receivables. (i) The RPA Seller hereby (A) makes the representations and warranties set forth on Exhibit A as of the Cutoff Date as to the Receivables (on which the Purchaser relies in accepting the Receivables) and (B) consents to the assignment by the Purchaser to the Issuer of the Purchaser’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer under the Sale and Servicing Agreement and the pledge of such Receivables to the Indenture Trustee under the Indenture. The RPA Seller hereby acknowledges and agrees that under the Sale and Servicing Agreement, the Purchaser will transfer to the Issuer the Purchaser’s rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller as set forth on Exhibit A to this Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities), together with all rights of the Purchaser with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with this Agreement. Any inaccuracy in any of such representations or warranties will be deemed not to constitute a breach of such representations or warranties warranty if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying retail installment sales contract. (ii) The RPA Seller hereby agrees that the Administrator, on behalf of the Issuer, shall have the right to enforce any and all rights under this Agreement assigned to the Issuer under the Sale and Servicing Agreement, including the right to cause the RPA Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A, directly against the RPA Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Purchaser.

Eligibility of Receivables. (i) The RPA Seller hereby (A) makes the following representations and warranties set forth as to the Receivables on Exhibit A which the Purchaser is deemed to have relied in acquiring the Receivables. The Seller hereby represents and warrants to the Purchaser that, as of the Cutoff Date or, if otherwise specified below for any representation or warranty, as to of such other date so specified for any such representation or warranty: (i) Characteristics of Receivables. Each Receivable (i) shall have been originated in the Receivables (on which United States by a Dealer for the Purchaser relies retail sale of the related Financed Vehicle in accepting the Receivables) ordinary course of such Dealer’s business, shall have been fully and (B) consents to the assignment properly executed by the Purchaser parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to the Issuer of the Purchaser’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer under the Sale and Servicing Agreement and the pledge of such Receivables to the Indenture Trustee under the Indenture. The RPA Seller hereby acknowledges and agrees that under the Sale and Servicing Agreement, the Purchaser will transfer to the Issuer the Purchaser’s rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller as set forth on Exhibit A to this Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities), together with all rights of the Purchaser with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables TMCC in accordance with this Agreement. Any inaccuracy in any the terms of such representations or warranties will be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive agreement and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying retail installment sales contract. (ii) The RPA Seller hereby agrees that the Administrator, on behalf of the Issuer, shall have the right to enforce any and all rights under this Agreement assigned been subsequently sold by TMCC to the Issuer under the Sale and Servicing Agreement, including the right to cause the RPA Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A, directly against the RPA Seller as though the Issuer were a party pursuant to this Agreement, (ii) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (iii) shall, except as otherwise provided in this Agreement, provide for monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall not contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be obligated to exercise any adequate for realization against the collateral of the benefits of the security and (v) shall provide for, in the event that such rights indirectly through Receivable is prepaid, a prepayment that fully pays the PurchaserPrincipal Balance and includes accrued but unpaid interest.