Common use of Subsequent Receivables Clause in Contracts

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration of the Purchaser’s delivery on the related Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Date: (i) The Seller shall have delivered to the Purchaser a duly executed written agreement in substantially the form of Exhibit B hereto (the “Subsequent Purchase Agreement”), which shall include supplements to Schedule A, listing the Subsequent Receivables; (ii) as of each Subsequent Closing Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iii) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Date; (vi) the Seller shall, at its own expense, on or prior to the Subsequent Closing Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Purchase Agreement have been sold to the Purchaser pursuant to this Agreement and the related Subsequent Purchase Agreement; (vii) the Seller shall have taken any action required to maintain the first priority perfected security interest of the Purchaser in the Conveyed Property; and (viii) no selection procedures adverse to the interests of the Noteholders, the Certificateholders or the Security Insurer shall have been utilized in selecting the Subsequent Receivables.

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration The obligation of the Purchaser’s delivery on the related Purchaser to purchase any Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (Receivables is subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Transfer Date: (i) The Seller the Originator shall have delivered to the Purchaser a duly executed written agreement assignment in substantially the form of Exhibit B hereto (the “"First-Tier Subsequent Purchase Agreement”Transfer Assignment"), which shall include supplements to the Schedule A, of Receivables listing the Subsequent Receivables; (ii) the Originator shall, to the extent required by Section 5.2 of the Sale and Servicing Agreement, have delivered to the Purchaser for deposit in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of each such Subsequent Closing Transfer Date, : (A) the Seller shall Originator was not be insolvent and shall will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Transfer Date, (B) the Seller shall Originator did not intend to incur or believe that it shall would incur debts that would be beyond its the Originator's ability to pay as such debts maturematured, (C) such transfer shall was not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall Originator did not constitute unreasonably small capital to carry out its business as conducted; (iiiiv) the applicable Spread Account Initial Deposit for such Subsequent Transfer Date shall have been made; (v) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (vvi) each of the representations and warranties made by the Seller Originator pursuant to Section 3.1 3.2(b) with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Transfer Date, and the Seller Originator shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Transfer Date; (vivii) the Seller Originator shall, at its own expense, on or prior to the such Subsequent Closing Date Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the related First-Tier Subsequent Purchase Agreement Transfer Assignment have been sold to the Purchaser pursuant to this Agreement and the related First-Tier Subsequent Purchase AgreementTransfer Assignment; (viiviii) the Seller Originator shall have taken any action required to maintain the first priority perfected security interest of give the Purchaser a first perfected ownership interest in the Conveyed Property; andSubsequent Receivables; (viiiix) no selection procedures believed by the Originator to be adverse to the interests of the NoteholdersPurchaser, the Certificateholders Trust, the Noteholders or the Security Insurer Certificateholders shall have been utilized in selecting the Subsequent Receivables.; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Purchaser, the Trust, the Noteholders or the Certificateholders; (xi) the Originator shall have provided the Purchaser a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by the Purchaser with respect to such Subsequent Receivables;

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration The obligation of the Purchaser’s delivery on the related Purchaser to purchase any Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (Receivables is subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Transfer Date: (i) The Seller the Originator shall have delivered to the Purchaser a duly executed written agreement assignment in substantially the form of Exhibit B hereto (the “"First-Tier Subsequent Purchase Agreement”Transfer Assignment"), which shall include supplements to the Schedule A, of Receivables listing the Subsequent Receivables; (ii) the Originator shall, to the extent required by Section 5.2 of the Sale and Servicing Agreement, have delivered to the Purchaser for deposit in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of each such Subsequent Closing Transfer Date, : (A) the Seller shall Originator was not be insolvent and shall will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Transfer Date, (B) the Seller shall Originator did not intend to incur or believe that it shall would incur debts that would be beyond its the Originator's ability to pay as such debts maturematured, (C) such transfer shall was not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall Originator did not constitute unreasonably small capital to carry out its business as conducted; (iiiiv) the applicable Spread Account Initial Deposit and Yield Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (v) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (vvi) each of the representations and warranties made by the Seller Originator pursuant to Section 3.1 3.2(b) with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Transfer Date, and the Seller Originator shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Transfer Date; (vivii) the Seller Originator shall, at its own expense, on or prior to the such Subsequent Closing Date Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the related First-Tier Subsequent Purchase Agreement Transfer Assignment have been sold to the Purchaser pursuant to this Agreement and the related First-Tier Subsequent Purchase AgreementTransfer Assignment; (viiviii) the Seller Originator shall have taken any action required to maintain give the Purchaser a first priority perfected security ownership interest of the Purchaser in the Conveyed Property; andSubsequent Receivables; (viiiix) no selection procedures believed by the Originator to be adverse to the interests of the NoteholdersPurchaser, the Certificateholders Trust, the Noteholders or the Security Insurer Certificateholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Purchaser, the Trust, the Noteholders or the Certificateholders; (xi) the Originator shall have provided the Purchaser a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by the Purchaser with respect to such Subsequent Receivables; (xii) all the conditions to the transfer of the Subsequent Receivables to the Issuer specified in the Sale and Servicing Agreement shall have been satisfied; and (xiii) the Originator shall have delivered to the Purchaser an Officers' Certificate confirming the satisfaction of each condition precedent specified in this clause (b) (substantially in the form attached hereto as Annex A to the First-Tier Subsequent Transfer Assignment).

Subsequent Receivables. (a) Subject to and upon The addition of Subsequent Receivables on any Funding Date shall not occur unless each of the terms and funding conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration 2.12 of the Purchaser’s delivery Indenture have been satisfied and unless each of the following representations and warranties are true and correct on the related Subsequent Closing Cutoff Date to (with each Receivable Balance or upon the order APR for any Receivable measured as of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the its related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”Cutoff Date): (A) no more than (i) 35% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables listed on Schedule A pledged to the related Subsequent Purchase AgreementIndenture Trustee on such Funding Date, shall have been originated in each of California, Florida, and all monies received thereunder on and after the related Subsequent Cutoff DateTennessee; (iiB) no more than 25% (determined by the security interests in Aggregate Receivable Balance) of all of the Financed Vehicles granted by Obligors pursuant Receivables pledged to such the Indenture Trustee, after taking into consideration the Subsequent Receivables and any pledged to the Indenture Trustee on such Funding Date, shall have been originated in each Core State other interest of the Seller in such Financed Vehiclesthan California or Florida or Tennessee; (iiiC) any proceeds with respect no more than 10% (determined by the Aggregate Receivable Balance) of all Receivables pledged to such the Indenture Trustee, after taking into consideration the Subsequent Receivables from claims pledged to the Indenture Trustee on any physical damagesuch Funding Date, credit life shall have been originated in each Non-Core State; (D) no more than 40% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof equal to or disability insurance policies covering below 700; (E) no more than 15% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof equal to or below 660; (F) no more than 5% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof below 640; (G) no more than 35% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 84 months; (H) no more than 85% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 72 months; (I) no more than 75% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicles Vehicle which is a used vehicle; (J) no more than 20% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall be associated with a Financed Vehicle which has a model year greater than 5 years prior to the calendar year in which such Funding Date occurs; (K) at least 95% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicle which is a passenger car, sport utility vehicle or Obligors and any proceeds from light-duty truck; (L) no more than $50,000 of all of the liquidation of Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Subsequent Funding Date, shall be Lendco Receivables or Ultra Receivables; (ivM) any proceeds from any no more than 0.50% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivable repurchased by a Dealerpledged to the Indenture Trustee on such Funding Date, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Filesshall be Chapter 13 Receivables; and (viiN) the proceeds of any and all weighted average loan-to-value of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Date: (i) The Seller shall have delivered to the Purchaser a duly executed written agreement in substantially the form of Exhibit B hereto (the “Subsequent Purchase Agreement”), which shall include supplements to Schedule A, listing the Subsequent Receivables; (ii) as of each Subsequent Closing Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iii) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Date; (vi) the Seller shall, at its own expense, on or prior to the Subsequent Closing Date indicate in its computer files that the Subsequent Receivables identified Aggregate Receivable Balance in the Subsequent Purchase Agreement have been sold to the Purchaser pursuant to this Agreement and the related Subsequent Purchase Agreement; (vii) the Seller shall have taken any action required to maintain the first priority perfected security interest of the Purchaser in the Conveyed Property; and (viii) no selection procedures adverse to the interests of the Noteholders, the Certificateholders or the Security Insurer shall have been utilized in selecting the Subsequent ReceivablesPool is less than 130%.

Subsequent Receivables. (a) Subject to and upon The addition of Subsequent Receivables on any Funding Date shall not occur unless each of the terms and funding conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration 2.12 of the Purchaser’s delivery Indenture have been satisfied and unless each of the following representations and warranties are true and correct on the related Subsequent Closing Cutoff Date to (with each Receivable Balance or upon the order APR for any Receivable measured as of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the its related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”Cutoff Date): (iA) no more than 40% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables listed on Schedule A pledged to the related Subsequent Purchase AgreementIndenture Trustee on such Funding Date, and all monies received thereunder on and after the related Subsequent Cutoff Dateshall have been originated in California; (iiB) no more than 18% (determined by the security interests in Aggregate Receivable Balance) of all of the Financed Vehicles granted by Obligors pursuant Receivables pledged to such the Indenture Trustee, after taking into consideration the Subsequent Receivables and pledged to the Indenture Trustee on such Funding Date, shall have been originated in any Core State other interest of the Seller in such Financed Vehiclesthan California; (iiiC) no more than 10% (determined by the Aggregate Receivable Balance) of all Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been originated in any proceeds Non-Core State; (D) no more than 40% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof equal to or below 700; (E) no more than 15% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof equal to or below 660; (F) no more than 5% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof below 640; (G) no more than 30% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 84 months; (H) no more than 75% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 72 months; (I) no more than 70% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicle which is a used vehicle; (J) no more than 20% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall be associated with a Financed Vehicle which has a model year greater than 5 years prior to the calendar year in which such Funding Date occurs; (K) at least 95% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicle which is a passenger car, sport utility vehicle or light-duty truck; (L) no more than 10% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall be Lendco Receivables or Ultra Receivables (the Lendco Receivables and Ultra Receivables being considered in the aggregate with respect to such Subsequent Receivables from claims on any physical damage10% limit), credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (viiM) no more than 0.50% (determined by the proceeds Aggregate Receivable Balance) of any and all of the foregoing. (b) The Seller shall transfer Receivables pledged to the PurchaserIndenture Trustee, and the Purchaser shall acquire, after taking into consideration the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior Receivable pledged to the related Subsequent Closing Date: (i) The Seller shall have delivered to the Purchaser a duly executed written agreement in substantially the form of Exhibit B hereto (the “Subsequent Purchase Agreement”), which shall include supplements to Schedule A, listing the Subsequent Receivables; (ii) as of each Subsequent Closing Indenture Trustee on such Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iii) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Date; (vi) the Seller shall, at its own expense, on or prior to the Subsequent Closing Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Purchase Agreement have been sold to the Purchaser pursuant to this Agreement and the related Subsequent Purchase Agreement; (vii) the Seller shall have taken any action required to maintain the first priority perfected security interest of the Purchaser in the Conveyed Property; and (viii) no selection procedures adverse to the interests of the Noteholders, the Certificateholders or the Security Insurer shall have been utilized in selecting the Subsequent Chapter 13 Receivables.

Subsequent Receivables. (a) Subject The obligation of CNHCR to and upon the terms and conditions set forth in Section 2.02(b) and in the related purchase any Subsequent Purchase Agreement, in consideration of the Purchaser’s delivery on the related Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (Receivables is subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Transfer Date: (i) The Seller CNHCA shall have delivered to the Purchaser CNHCR a duly executed written agreement assignment in substantially the form of Exhibit B hereto (the “CNHCA Subsequent Purchase AgreementTransfer Assignment”), which shall include supplements to the Schedule A, of Receivables listing the Subsequent Receivables; (ii) CNHCA shall, to the extent required by Section 5.2 of the Sale and Servicing Agreement, have delivered to CNHCR for deposit in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of each such Subsequent Closing Transfer Date, : (A) the Seller shall CNHCA was not be insolvent and shall will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Transfer Date, (B) the Seller shall CNHCA did not intend to incur or believe that it shall would incur debts that would be beyond its CNHCA’s ability to pay as such debts maturematured, (C) such transfer shall was not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall CNHCA did not constitute unreasonably small capital to carry out its business as conducted; (iiiiv) the applicable Spread Account Initial Deposit and Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (v) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (vvi) each of the representations and warranties made by the Seller CNHCA pursuant to Section 3.1 with 3.2(b)with respect to the Subsequent Receivables to be transferred on such or the Subsequent Closing Date Receivables shall be true and correct as of such Subsequent Closing Transfer Date, and the Seller CNHCA shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Transfer Date; (vivii) the Seller CNHCA shall, at its own expense, on or prior to the such Subsequent Closing Date Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the related CNHCA Subsequent Purchase Agreement Transfer Assignment have been sold to the Purchaser CNHCR pursuant to this Agreement and the related CNHCA Subsequent Purchase AgreementTransfer Assignment; (viiviii) the Seller CNHCA shall have taken take any action required to maintain the give CNHCR a first priority perfected security ownership interest of the Purchaser in the Conveyed Property; andSubsequent Receivables on or prior to the applicable Subsequent Transfer Date; (viiiix) no selection procedures believed by CNHCA to be adverse to the interests of the NoteholdersCNHCR, the Certificateholders Trust, the Noteholders or the Security Insurer Certificateholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to CNHCR, the Trust, the Noteholders or the Certificateholders; (xi) CNHCA shall have provided CNHCR a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by CNHCR with respect to such Subsequent Receivables; (xii) all the conditions to the transfer of the Subsequent Receivables to the Issuer specified in the Sale and Servicing Agreement shall have been satisfied; and (xiii) CNHCA shall have delivered to CNHCR an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this clause (b) (substantially in the form attached hereto as Annex A to the CNHCA Subsequent Transfer Assignment).

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration The obligation of the Purchaser’s delivery on the related Purchaser to purchase any Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (Receivables is subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Transfer Date: (i) The Seller the Originator shall have delivered to the Purchaser a duly executed written agreement assignment in substantially the form of Exhibit B hereto (the “Subsequent Purchase Agreement”"FIRST-TIER CASE SUBSEQUENT TRANSFER ASSIGNMENT"), which shall include supplements to the Schedule A, of Receivables listing the Subsequent Receivables; (ii) the Originator shall, to the extent required by Section 5.2 of the Sale and Servicing Agreement, have delivered to the Purchaser for deposit in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of each such Subsequent Closing Transfer Date, : (A) the Seller shall Originator was not be insolvent and shall will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Transfer Date, (B) the Seller shall Originator did not intend to incur or believe that it shall would incur debts that would be beyond its the Originator's ability to pay as such debts maturematured, (C) such transfer shall was not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall Originator did not constitute unreasonably small capital to carry out its business as conducted; (iiiiv) the applicable Spread Account Initial Deposit and Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (v) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (vvi) each of the representations and warranties made by the Seller Originator pursuant to Section 3.1 3.2(b) with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Transfer Date, and the Seller Originator shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Transfer Date; (vivii) the Seller Originator shall, at its own expense, on or prior to the such Subsequent Closing Date Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the related First-Tier Case Subsequent Purchase Agreement Transfer Assignment have been sold to the Purchaser pursuant to this Agreement and the related First-Tier Case Subsequent Purchase AgreementTransfer Assignment; (viiviii) the Seller Originator shall have taken any action required to maintain give the Purchaser a first priority perfected security ownership interest of the Purchaser in the Conveyed Property; andSubsequent Receivables; (viiiix) no selection procedures believed by the Originator to be adverse to the interests of the NoteholdersPurchaser, the Certificateholders Trust, the Noteholders or the Security Insurer Certificateholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Purchaser, the Trust, the Noteholders or the Certificateholders; 16 (xi) the Originator shall have provided the Purchaser a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by the Purchaser with respect to such Subsequent Receivables; (xii) all the conditions to the transfer of the Subsequent Receivables to the Issuer specified in the Sale and Servicing Agreement shall have been satisfied; and (xiii) the Originator shall have delivered to the Purchaser an Officers' Certificate confirming the satisfaction of each condition precedent specified in this clause (b) (substantially in the form attached hereto as Annex A to the First-Tier Case Subsequent Transfer Assignment).

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration of the Purchaser’s 's delivery on the related Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “"Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”"): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder moneys due thereon on and or after the related Subsequent Cutoff Date; (ii) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all of the Seller's rights under any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a2.02 (a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Date: (i) The Seller shall have delivered to the Purchaser a duly executed written agreement in substantially the form of Exhibit B hereto (the “"Subsequent Purchase Agreement”"), which shall include supplements to Schedule A, listing the Subsequent Receivables; (ii) as of each Subsequent Closing Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iii) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Date; (vi) the Seller shall, at its own expense, on or prior to the Subsequent Closing Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Purchase Closing Agreement have been sold to the Purchaser Trust pursuant to this Agreement and the related Subsequent Purchase Agreement; (vii) the Seller shall have taken any action required to maintain the first priority perfected security ownership interest of the Purchaser Purchase in the Conveyed Trust Property; and (viii) no selection procedures adverse to the interests of the Noteholders, the Certificateholders or the Security Insurer shall have been utilized in selecting the Subsequent Receivables.

Subsequent Receivables. (a) Subject to and upon The addition of Subsequent Receivables on any Funding Date shall not occur unless each of the terms and funding conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration 2.12 of the Purchaser’s delivery Indenture have been satisfied and unless each of the following representations and warranties are true and correct on the related Subsequent Closing Cutoff Date to (with each Receivable Balance or upon the order APR for any Receivable measured as of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the its related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”Cutoff Date): (A) no more than (i) 35% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables listed on Schedule A pledged to the related Subsequent Purchase AgreementIndenture Trustee on such Funding Date, shall have been originated in each of California, Florida and all monies received thereunder on and after the related Subsequent Cutoff DateTennessee; (iiB) no more than 25% (determined by the security interests in Aggregate Receivable Balance) of all of the Financed Vehicles granted by Obligors pursuant Receivables pledged to such the Indenture Trustee, after taking into consideration the Subsequent Receivables and any pledged to the Indenture Trustee on such Funding Date, shall have been originated in each Core State other interest of the Seller in such Financed Vehiclesthan California or Florida or Tennessee; (iiiC) any proceeds with respect no more than 10% (determined by the Aggregate Receivable Balance) of all Receivables pledged to such the Indenture Trustee, after taking into consideration the Subsequent Receivables from claims pledged to the Indenture Trustee on any physical damagesuch Funding Date, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivablesshall have been originated in each Non-Core State; (ivD) any proceeds from any no more than 40% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivable repurchased by Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a Dealer, pursuant FICO Score at the time of origination thereof equal to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreementbelow 700; (vE) any extended warranty service contracts no more than 15% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the related Financed Vehiclestime of origination thereof equal to or below 660; (viF) no more than 5% (determined by the related Aggregate Receivable Balance) of all of the Receivables Filespledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have had a FICO Score at the time of origination thereof below 640; (G) no more than 35% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 84 months; (H) no more than 85% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have an original term of more than 72 months; (I) no more than 75% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicle which is a used vehicle; (J) no more than 20% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall be associated with a Financed Vehicle which has a model year greater than 5 years prior to the calendar year in which such Funding Date occurs; (K) at least 95% (determined by the Aggregate Receivable Balance) of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall have been, at the time of origination thereof, associated with a Financed Vehicle which is a passenger car, sport utility vehicle or light- duty truck; (L) no more than $50,000 of all of the Receivables pledged to the Indenture Trustee, after taking into consideration the Subsequent Receivables pledged to the Indenture Trustee on such Funding Date, shall be Lendco Receivables or Ultra Receivables; and (viiM) no more than 0.50% (determined by the proceeds Aggregate Receivable Balance) of any and all of the foregoing. (b) The Seller shall transfer Receivables pledged to the PurchaserIndenture Trustee, and the Purchaser shall acquire, after taking into consideration the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior Receivable pledged to the related Subsequent Closing Date: (i) The Seller shall have delivered to the Purchaser a duly executed written agreement in substantially the form of Exhibit B hereto (the “Subsequent Purchase Agreement”), which shall include supplements to Schedule A, listing the Subsequent Receivables; (ii) as of each Subsequent Closing Indenture Trustee on such Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iii) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Date; (vi) the Seller shall, at its own expense, on or prior to the Subsequent Closing Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Purchase Agreement have been sold to the Purchaser pursuant to this Agreement and the related Subsequent Purchase Agreement; (vii) the Seller shall have taken any action required to maintain the first priority perfected security interest of the Purchaser in the Conveyed Property; and (viii) no selection procedures adverse to the interests of the Noteholders, the Certificateholders or the Security Insurer shall have been utilized in selecting the Subsequent Chapter 13 Receivables.

Subsequent Receivables. (a) Subject to and upon the terms and conditions set forth in Section 2.02(b) and in the related Subsequent Purchase Agreement, in consideration The obligation of the Purchaser’s delivery on the related Purchaser to purchase any Subsequent Closing Date to or upon the order of the Seller of an amount equal to the applicable Subsequent Purchase Price as set forth in the related Subsequent Purchase Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (Receivables is subject to the obligations herein and in the related Subsequent Purchase Agreement) all right, title and interest of the Seller in and to (collectively, the “Subsequent Receivables Property” and together with the Initial Receivables Property, the “Conveyed Property”): (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Purchase Agreement, and all monies received thereunder on and after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing. (b) The Seller shall transfer to the Purchaser, and the Purchaser shall acquire, the Subsequent Receivables and the other property and rights related thereto described in Section 2.02(a) to be transferred on the related Subsequent Closing Date only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Closing Transfer Date: (i) The Seller the Originator shall have delivered to the Purchaser a duly executed written agreement assignment in substantially the form of Exhibit B hereto (the “"First-Tier [______________] Subsequent Purchase Agreement”Transfer Assignment"), which shall include supplements to the Schedule A, of Receivables listing the Subsequent Receivables; (ii) the Originator shall, to the extent required by Section 5.2 of the Sale and Servicing Agreement, have delivered to the Purchaser for deposit in the Collection Account all collections in respect of the Subsequent Receivables; (iii) as of each such Subsequent Closing Transfer Date, : (A) the Seller shall Originator was not be insolvent and shall will not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Closing Transfer Date, (B) the Seller shall Originator did not intend to incur or believe that it shall would incur debts that would be beyond its the Originator's ability to pay as such debts maturematured, (C) such transfer shall was not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall Originator did not constitute unreasonably small capital to carry out its business as conducted; (iiiiv) the applicable Spread Account Initial Deposit and Principal Supplement Account Deposit, if any, for such Subsequent Transfer Date shall have been made; (v) the Funding Period shall not have terminated; (iv) each of the conditions set forth in Section 2.2(b) of the Sale and Servicing Agreement shall have been satisfied; (vvi) each of the representations and warranties made by the Seller Originator pursuant to Section 3.1 3.2(b) with respect to the Subsequent Receivables to be transferred on such Subsequent Closing Date shall be true and correct as of such Subsequent Closing Transfer Date, and the Seller Originator shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Closing Transfer Date; (vivii) the Seller Originator shall, at its own expense, on or prior to the such Subsequent Closing Date Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the related First-Tier [____________] Subsequent Purchase Agreement Transfer Assignment have been sold to the Purchaser pursuant to this Agreement and the related First-Tier [___________] Subsequent Purchase AgreementTransfer Assignment; (viiviii) the Seller Originator shall have taken any action required to maintain give the Purchaser a first priority perfected security ownership interest of the Purchaser in the Conveyed Property; andSubsequent Receivables; (viiiix) no selection procedures believed by the Originator to be adverse to the interests of the NoteholdersPurchaser, the Certificateholders Trust, the Noteholders or the Security Insurer Certificateholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Purchaser, the Trust, the Noteholders or the Certificateholders; (xi) the Originator shall have provided the Purchaser a statement listing the aggregate Contract Value of such Subsequent Receivables and any other information reasonably requested by the Purchaser with respect to such Subsequent Receivables; (xii) all the conditions to the transfer of the Subsequent Receivables to the Issuer specified in the Sale and Servicing Agreement shall have been satisfied; and (xiii) the Originator shall have delivered to the Purchaser an Officers' Certificate confirming the satisfaction of each condition precedent specified in this clause (b) (substantially in the form attached hereto as Annex A to the First-Tier [____________] Subsequent Transfer Assignment).