Common use of Characteristics of Receivables Clause in Contracts

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.

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

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer located in the United States for the retail sale of the related a Financed Vehicle in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have if not originated by the Seller, has been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC Dealer Agreement (or approved form of assignment) and shall have has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iib) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Vehicle, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiic) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (d) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (ve) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (f) is a Simple Interest Receivable, (g) is due from an Obligor with a mailing address within the United States or its territories, and (vih) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

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

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase this Agreement, (ii) on the Closing Date, 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 Purchaser hereby, (iii) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.

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

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Balloon Payment Receivables and Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Balloon Payment Receivable or a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer located in the United States for the retail sale of the related a Financed Vehicle in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have if not originated by the Seller, has been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC Dealer Agreement (or approved form of assignment) and shall have has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iib) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Vehicle, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiic) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (d) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (ve) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (f) is a Simple Interest Receivable, (g) is due from an Obligor with a mailing address within the United States or its territories, and (vih) allows for prepayment and partial prepayment without penalty.to the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable. Review Materials - Contract - Data Tape - List of Approved Contracts - Title Procedures to be Performed

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer located in the United States for the retail sale of the related a Financed Vehicle in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have if not originated by the Seller, has been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC Dealer Agreement (or approved form of assignment) and shall have has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iib) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Vehicle, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiic) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (d) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (ve) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (f) is a Simple Interest Receivable, (g) is due from an Obligor with a mailing address within the United States or its territories, and (vih) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) of the related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments substantially level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a Balloon Payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States of America by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from TMS Auto Finance which in turn shall have purchased such Receivable from such Dealer under an existing dealer agreement with TMCC TMS Auto Finance and shall have been validly assigned by such Dealer TMS Auto Finance to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC TMS Auto Finance in the related Financed Vehicle, which security interest has been assigned by TMCC TMS Auto Finance to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (iv) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity, (v) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable Contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid a full months interest to the date of payment in the month of prepayment at the Annual Percentage Rate, and (vi) allows for prepayment and partial prepayment without penaltyhas not been amended or collections with respect to which have been waived, other than as evidenced in the Receivable File relating thereto.

Characteristics of Receivables. Each Receivable (i) shall have been was originated in the United States of America and is denominated in United States dollars by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business, shall have been was fully and properly executed by the parties thereto, was purchased by the Depositor from Franklin Capital or Franklin SPE, which in turn shall have been purchased by TMCC Franklin Capital from such Dealer under an existing dealer agreement with TMCC Franklin Capital, and shall have been validly assigned by such Dealer Franklin Capital or Franklin SPE to TMCC the Depositor in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority perfected security interest in favor of TMCC Franklin Capital or Franklin SPE in the related Financed Vehicle, which security interest has been assigned by TMCC Franklin Capital or Franklin SPE, as applicable, to the Seller and shall be assignableDepositor, and shall be so assigned, which in turn has been assigned by the Seller Depositor to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (viv) shall provide for, for level monthly payments (provided that the payment in the event first or last month in the life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and (v) provides for calculation of interest in accordance with the Simple Interest Method. Except as otherwise evidenced in the Receivable File relating thereto, the terms of each Receivable have not been amended and collections relating to such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyhave not been waived.

Characteristics of Receivables. Each Receivable (i) shall have been was originated in the United States of America and is denominated in United States dollars by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business, shall have been was fully and properly executed by the parties thereto, was purchased by the Seller from Franklin Capital which in turn shall have been purchased by TMCC such Receivable from such Dealer under an existing dealer agreement with TMCC Franklin Capital, and shall have been validly assigned by such Dealer Franklin Capital to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii) on the Closing Date, shall have created or or, with respect to the Subsequent Receivables, shall create (no later than the applicable Subsequent Transfer Date) a valid, subsisting and enforceable first priority perfected security interest in favor of TMCC Franklin Capital in the related Financed Vehicle, which security interest has been assigned by TMCC Franklin Capital to the Seller and shall Seller, which in turn has been assigned or, with respect to the Subsequent Receivables, will be assignable, and shall be so assigned, assigned (no later than the applicable Subsequent Transfer Date) by the Seller to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (viv) shall provide for, for level monthly payments (provided that the payment in the event first or last month in the life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and (v) provides for calculation of interest in accordance with the Simple Interest Method. Except as otherwise evidenced in the Receivable File relating thereto, the terms of each Receivable have not been amended and collections relating to such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyhave not been waived.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) of the related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a Balloon Payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (i) shall have been originated by a Dealer located in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s businessVehicle, shall have been fully and properly executed by the parties Obligor thereto, shall have been purchased by TMCC AHFC from such Dealer under an existing agreement with TMCC and AHFC, shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and AHFC, shall have been subsequently sold by TMCC AHFC to the RPA Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC AHFC in the related Financed Vehicle, which security interest has been assigned by TMCC AHFC to the RPA Seller and shall be assignable, and shall be so assigned, by the RPA Seller to the Issuer herebyIssuer, (iii) shall contain provisions that permit the repossession and sale of the Financed Vehicle upon a default under the Receivable by the Obligor, (iv) shall, except as otherwise provided in this Agreement, provide provide, at the time of origination, for scheduled monthly level Monthly Payments (provided that the first and last payments in the life of the Receivable may be different from but in no event more than two times the level payment) that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at over its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the securityoriginal term, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its Contract Rate, (vi) allows for prepayment shall have an Obligor that is not listed on Seller’s records as a federal, state or local governmental entity and partial prepayment without penalty(vii) is a retail installment sales contract.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 Owner Trustee hereby, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the term of the Receivable) Amount Financed by maturity and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest MethodRule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyin an amount calculated by using an interest rate at least equal to its APR.

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by the Seller in connection with the refinancing by the Seller of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement Dealer Agreement with TMCC the Seller (unless such Receivable was originated by the Seller in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC the Seller in accordance with the its terms of (unless such agreement and shall have been subsequently sold Receivable was originated by TMCC to the Seller pursuant to the Receivables Purchase Agreementin connection with a refinancing), (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in the Seller on the related Financed Vehicle, which security interest has been validly assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer herebyPurchaser, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (provided that the payment in the last month in the life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or light-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase this Agreement, (ii) on the Closing Date, 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 the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practicescustomary servicing practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sales contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement a Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (provided that the payment in the last month in a life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or light-or medium-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penalty.may also be a Final Payment Receivable). (ii)

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase this Agreement, (ii) on the Closing Date, 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 the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a Balloon Payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penalty.to the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable. Documents Contract Data Tape List of Approved Contracts Title

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 Owner Trustee on behalf of the Issuer hereby, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest MethodRule of 78s, the simple interest method or the actuarial method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (iA) shall have been was originated in the United States by the Seller or a Dealer located in the United States for the retail sale of the related a Financed Vehicle in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, shall have is payable in United States dollars, has been fully and properly executed by the parties thereto, shall have if not originated by the Seller, has been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC Dealer Agreement (or approved form of assignment) and shall have has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iiB) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Vehicle, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiiC) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (D) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vE) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) is a Simple Interest Receivable, (G) is due from an Obligor with a mailing address within the United States or its territories, and (viH) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments substantially level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a Balloon Payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penalty.to the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable. Documents Contract Data Tape List of Approved Contracts Title Procedures to be Performed

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from Ford Credit, which in turn shall have purchased such Receivable from such Dealer under an existing dealer agreement with TMCC Ford Credit, and shall have been validly assigned by such Dealer to TMCC Ford Credit, which in turn shall have been validly assigned by Ford Credit to the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC Ford Credit in the related Financed Vehicle, which security interest has been assigned by TMCC Ford Credit to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyIndenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate, (e) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, and (vif) allows for prepayment and partial prepayment without penaltyis a Precomputed Receivable or a Simple Interest Receivable.

Characteristics of Receivables. Each Receivable (i1) shall have been either (A) originated in the United States of America by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business, shall have been purchased by BVAC from such Dealer and shall have been validly assigned by such Dealer to BVAC in accordance with its terms and, pursuant to this Agreement, by the Seller to the Purchaser or (B) shall have been originated in the United States of America by a Dealer for BVAC and is validly sold and assigned, and, pursuant to this Agreement, by the retail sale of Seller to the related Financed Vehicle in the ordinary course of such Dealer’s business, Purchaser (2) shall have been fully and properly executed by the 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 TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii3) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority perfected security interest in favor of TMCC BVAC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller shall be assignable and shall be assignable, and shall be so assigned, have been validly assigned by the Seller to the Issuer herebyPurchaser, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv4) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (v5) shall provide bear a fixed rate of interest, (6) provides for level monthly payments, (7) provides for, in the event that such Receivable is prepaidprepaid in full, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, and (vi) allows 8) was originated by a Dealer to an Obligor and was originated and sold by the Dealer to the Seller, without any fraud or misrepresentation on the part of such Dealer or on the part of the Obligor. Immediately after the sale, transfer and assignment of the Receivables to the Trust under the Trust and Servicing Agreement and the subsequent pledge by the Issuer to the Indenture Trustee under the Indenture, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Indenture Trustee as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for prepayment and partial prepayment without penaltyany lien for taxes, labor or materials affecting a Financed Vehicle).

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by the Seller in connection with the refinancing by the Seller of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement Dealer Agreement with TMCC the Seller (unless such Receivable was originated by the Seller in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC the Seller in accordance with the its terms of (unless such agreement and shall have been subsequently sold Receivable was originated by TMCC to the Seller pursuant to the Receivables Purchase Agreementin connection with a refinancing), (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in the Seller on the related Financed Vehicle, which security interest has been validly assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyPurchaser, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports-utility vehicle, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including for Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practicescustomary servicing practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyinterest.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States of America by a Dealer for in connection with the retail sale of the related one or more Financed Vehicle Vehicles in the ordinary course of such Dealer’s 's business, shall have been was fully and properly executed by the parties thereto, shall have has been purchased by TMCC the Seller from MBCC, which in turn purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC and shall have MBCC, has been validly assigned by such Dealer to TMCC MBCC, which in accordance with the terms of turn has validly assigned such agreement and shall have been subsequently sold by TMCC Receivable to the Seller pursuant to the Receivables Purchase AgreementSeller, (iib) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain contains customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vc) shall provide for, except in the event case of a Balloon Receivable, provides for fixed monthly payments that fully amortize the Amount Financed by maturity and yields interest at the APR of such Receivable, and in the case of a Balloon Receivable, provides for fixed monthly payments that amortize the Amount Financed to an amount equal to the Balloon Payment by maturity, provides for a Balloon Payment at maturity that is sufficient to pay the remaining Amount Financed of the Receivable, and yields interest at the APR of such Receivable, (d) is a retail installment contract, (e) is secured by one or more Financed Vehicles, and (f) except to the extent such Receivable is prepaidmay become a Prepaid Receivable, a prepayment that fully pays provides for allocation of payments in accordance with the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyActuarial Method.

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sale contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyTrust and by the Trust to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for monthly payments that fully amortize the Amount Financed by maturity of the Receivable and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes all accrued but and unpaid interest thereon, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or sports- utility vehicle, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase this Agreement, (ii) on the Closing Date, 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 Purchaser hereby, (iii) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.. 1. Observe the Receivable and confirm that (i) it was on a form included in the list of approved forms of Receivables provided to [__________] by TMCC, (ii) it contains a signature on behalf of each party thereto, (iii) its scheduled monthly payments fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month), (iv) it provides for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (v) it provides for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) it allows for prepayment and partial prepayment without penalty. Representations and Warranties Made as of the Cutoff Date and the Closing Date (unless otherwise specified) Tests

Characteristics of Receivables. Each Receivable (i1) shall have has been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have such Dealer had all necessary licenses and permits to originate such Receivables in the state where such Dealer was located, has been fully and properly executed by the parties thereto, shall have has been purchased by TMCC from such Dealer under an existing agreement the Seller in connection with TMCC the sale of Financed Vehicles by the Dealers and shall have has been validly assigned by such Dealer to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii2) on the Closing Date, shall have has created or shall create a valid, subsisting subsisting, and enforceable first priority perfected security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been validly assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer herebyPurchaser and by the Purchaser to the Trustee, (iii3) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain contains customary and enforceable provisions, provisions such that the rights and remedies of the holder or assignee thereof shall be adequate for realization against the Collateral collateral of the benefits of the securitysecurity including without limitation a right of repossession following a default, (v4) provides for level monthly payments that fully amortize the Amount Financed over the original term (except for the last payment, which may be different from the level payment but in no event shall provide exceed three times such level payment) and yield interest at the Annual Percentage Rate, (5) if such Receivable is a Rule of 78's Receivable, provides for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest a full month's interest, in the month of prepayment, at the Annual Percentage Rate, (6) is a Rule of 78's Receivable or a Simple Interest Receivable, (7) was originated by a Dealer to an Obligor and was sold by the Dealer to the Seller without any fraud or misrepresentation on the part of such Dealer or the Obligor and (vi) allows for prepayment and partial prepayment without penalty8) is denominated in U.S. dollars.

Characteristics of Receivables. Each The Receivable has been fully and properly executed by the parties thereto and (i) shall have has been originated in the United States by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, and has been purchased by the Seller from SunStar Acceptance Corporation, which in turn, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC such Receivable from such Dealer under or from an existing agreement Affiliate which purchased it from such a Dealer in the ordinary course of SunStar Acceptance Corporation's (or its Affiliate's) business and in accordance with TMCC its underwriting standards in effect at such time and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC SunStar Acceptance Corporation to the Seller pursuant to the Receivables Purchase AgreementSeller, (ii) on the Closing Date, shall have created or shall create is secured by a valid, subsisting and enforceable first priority security interest in favor of TMCC SunStar Acceptance Corporation (or its Affiliate) in the related Financed VehicleVehicle (subject to administrative delays and clerical errors on the part of applicable government agencies and to any statutory or other lien arising by operation of law which is prior to such security interest and subject to the effect of bankruptcy, insolvency, moratorium, conservatorship, receivership, reorganization, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto), which security interest has been assigned by TMCC SunStar Acceptance Corporation to the Seller and shall be assignableSeller, is assignable together with such Receivable, and shall be has been so assigned, assigned by the Seller to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed contains or is accompanied by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain security agreement which contains customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be secured party are adequate for realization against the Collateral of the benefits of the securitysecurity interest in the subject collateral (subject to the effect of bankruptcy, insolvency, moratorium, conservatorship, receivership, reorganization, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto), (iv) provided at origination for level monthly payments (provided, that the last payment may be different from the level monthly payment), which fully amortize the Amount Financed over the original term, (v) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable Contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid includes, if such prepayment is made after the fifteenth day of the applicable monthly payment period, a full month's interest for such payment period at the Annual Percentage Rate, and (vi) allows provides for prepayment and partial prepayment without penaltyinterest at the related APR.

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

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a balloon payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penaltyto the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC NAFCO from the Seller pursuant to the Purchase Agreement (or contributed by the Seller to NAFCO pursuant to NAFCO Trust Agreement), shall have been purchased by the Seller from such Dealer under an existing agreement with TMCC dealer agreement, and shall have been validly assigned by such Dealer to TMCC the Seller, which in turn shall have been validly assigned pursuant to the Purchase Agreement by the Seller to NAFCO in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been validly assigned by TMCC pursuant to the Seller and shall be assignable, and shall be so assigned, Purchase Agreement by the Seller to NAFCO, which in turn shall be validly assigned by NAFCO to the Issuer herebyTrustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, and (vd) shall provide for, for level monthly payments (provided that the payment in the event that such first or last month in the life of the Receivable is prepaid, a prepayment may be minimally different from the level payment) that fully pays amortize the Principal Balance Amount Financed over an original term of no greater than 60 months and includes accrued but unpaid interest the related Contract has not been modified since its issuance date. Notwithstanding the foregoing, Receivables that constitute Non-Dealer Originations and (vi) allows for prepayment and partial prepayment without penaltyBalloon Receivables may be sold or transferred to the Trust.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States of America by a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from the Representative which in turn shall have purchased such Receivable from such Dealer under an existing dealer agreement with TMCC the Representative and shall have been validly assigned by such Dealer the Representative to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Representative in the related Financed Vehicle, which security interest has been assigned by TMCC the Representative to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (iv) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity, (v) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable Contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid a full months interest to the date of payment in the month of prepayment at the Annual Percentage Rate, and (vi) allows for prepayment and partial prepayment without penaltyhas not been amended or collections with respect to which waived, other than as evidenced in the Receivable File relating thereto.

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

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, security and (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.interest. <R>(b)

Characteristics of Receivables. Each Receivable (i) shall have been originated in arises out of an actual and bona fide sale and delivery of goods or rendition of services to account debtors, made by the United States by a Dealer for the retail sale of the related Financed Vehicle Seller in the ordinary course of its business; the goods and inventory sold and the Receivables created are Seller's exclusive property and are not and shall not be subject to any lien, consignment arrangement, claims, encumbrance, security interest or financing statement whatsoever, other than in the Purchaser's favor, unless the Seller has notified the Purchaser prior to the applicable Payment Date; the goods or services giving rise to each Receivable have been shipped or performed, as the case may be, and billed to the account debtor thereunder; the Seller's account debtors have accepted the goods or services and owe and are obligated to pay the full amounts stated in the invoices in United States dollars according to their terms, without dispute, right of rescission, claim, offset, defense, deduction, recoupment, counterclaim or contra account unless the Seller has notified the Purchaser prior to the applicable Payment Date; if the Receivable is evidenced by a promissory note, such Dealer’s business, shall have note has been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC thereto and shall have has been validly assigned by such Dealer to TMCC through its endorsement in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, 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, property by the Seller to the Issuer hereby, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Purchaser; and each Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain contains customary and enforceable provisions, provisions such that the rights and remedies of the holder or assignee thereof shall be adequate for realization against the Collateral collateral of the benefits of the securitysecurity including, (v) shall provide for, in the event that such Receivable is prepaidwithout limitation, a prepayment that fully pays the Principal Balance right of reclamation, repossession and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltyreplevin following a default.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement Dealer Agreement with TMCC the Seller, and shall have been validly assigned by such Dealer to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting binding, subsisting, and enforceable first priority security interest in favor of TMCC the Seller 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, assignable by the Seller to the Issuer herebyPurchaser, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (provided that the payment in the last month in the life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, (g) is a retail installment sales contract, (h) is secured by a new or used automobile or light- or medium-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been originated (x) in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business or (y) by MMCA in connection with the refinancing of a motor vehicle retail installment sales contract of the type described in subclause (x) above, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement a Dealer Agreement with TMCC MMCA (unless such Receivable was originated by MMCA in connection with a refinancing), and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the its terms of (unless such agreement and Receivable was originated by MMCA in connection with a refinancing), which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyand by the Issuer to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (provided that the payment in the last month in a life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or light-or medium-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penalty.may also be a Final Payment Receivable). (ii)

Characteristics of Receivables. Each Receivable (iA) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC the Seller and shall have been validly assigned by such Dealer to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementagreement, (iiB) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned by TMCC the Seller to the Seller and shall be assignablePurchaser hereunder, and shall be so assigned, assignable by the Seller Purchaser to the Issuer herebyIssuer, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivC) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vD) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity, (G) is a Retail Installment Contract, (H) was originated on or after , (I) provides for the allocation of payments thereon on the simple interest method and (viJ) allows for prepayment and partial prepayment without penaltyconstitutes "chattel paper" as defined in the UCC.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC NAFCO from the Seller pursuant to the Purchase Agreement (or contributed by the Seller to NAFCO pursuant to NAFCO Trust Agreement), shall have been purchased by the Seller from such Dealer under an existing agreement with TMCC dealer agreement, and shall have been validly assigned by such Dealer to TMCC the Seller, which in turn shall have been validly assigned pursuant to the Purchase Agreement by the Seller to NAFCO in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned by TMCC pursuant to the Seller and shall be assignable, and shall be so assigned, Purchase Agreement by the Seller to NAFCO, which in turn shall be assigned by NAFCO to the Issuer herebyTrustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, and (vd) shall provide for, for level monthly payments (provided that the payment in the event that such first or last month in the life of the Receivable is prepaid, a prepayment may be minimally different from the level payment) that fully pays amortize the Principal Balance Amount Financed over an original term of no greater than 60 months and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltythe related Contract has not been modified since its issuance date.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased either (X) by TMCC the Seller from Ford Credit, which in turn shall have purchased such Receivable from a Dealer under an existing dealer agreement with TMCC Ford Credit, and which shall have been validly assigned by such Dealer to TMCC Ford Credit and which in turn shall have been validly assigned by Ford Credit to the Seller in accordance with its terms, or (Y) by the terms of Seller from Ford Credit, which shall have been assigned such Receivable by PRIMUS, which in turn shall have purchased such Receivable from a Dealer or other finance source (provided that such purchase relates to an individual Receivable and not a bulk purchase) under an existing agreement with PRIMUS, and which shall have been validly assigned by such Dealer or other finance source to PRIMUS and shall have been subsequently sold validly assigned by TMCC PRIMUS to Ford Credit in the ordinary course of business and which in turn shall have been validly assigned by Ford Credit to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC Ford Credit in the related Financed Vehicle, which security interest has been assigned by TMCC Ford Credit to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyIssuer, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate, (e) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.pays

Characteristics of Receivables. Each Receivable (i) shall have been was originated in the United States of America by (i) a Dealer for in connection with the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been was fully and properly executed by the parties thereto, and was purchased by the Seller from such Dealer under an existing dealer agreement with the Seller or (ii) Franklin Capital Corporation or an affiliate of Franklin Capital Corporation in the ordinary course of its business and was fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC Franklin Capital Corporation and shall have been validly assigned by such Dealer Franklin Capital Corporation to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreementits terms, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC Franklin Capital Corporation in the related Financed Vehicle, which security interest has been assigned by TMCC Franklin Capital Corporation to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyTrust, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (iv) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity, (v) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable Contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid a full months interest to the date of payment in the month of prepayment at the Annual Percentage Rate, and (vi) allows for prepayment and partial prepayment without penaltyhas not been amended or collections with respect to which have been waived, other than as evidenced in the Receivable File relating thereto.

Characteristics of Receivables. Each Receivable (iA) shall have been was originated in by the United States by Contributor or a Dealer for the retail sale or refinancing of the related a Financed Vehicle in the ordinary course of the Contributor's or such Dealer’s 's business, shall have been and the Contributor or such Dealer had all necessary licenses and permits to originate Receivables in the State where the Contributor or such Dealer was located, was fully and properly executed by the parties thereto, shall have been and, in the case of Receivables originated by a Dealer, was purchased by TMCC the Contributor from such Dealer under an existing agreement Dealer Agreement with TMCC the Contributor and shall have been was validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold Contributor, (B) was purchased by TMCC to the Seller Depositor from the Contributor pursuant to the Receivables Purchase AgreementContribution Agreement and was validly assigned by the Contributor to the Depositor, (iiC) on the Closing Date, 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 scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain contains customary and enforceable provisions, provisions such that as to render the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the collateral security, (vD) is not a Rule of 78s Receivable or a pre-computed interest Receivable, but is a fully amortizing simple interest receivable which provides for level monthly payments (provided that the payment or payments in the first Collection Period and the final Collection Period of the life of the Receivable may be minimally different from the level payment) which, if made when due, shall provide forfully amortize the Amount Financed over the original term, (E) provides that, in the event that such Receivable is prepaid, a such prepayment that fully pays the Principal Balance principal balance and includes all accrued but and unpaid interest through the date of such prepayment at an interest rate equal to or greater than the APR, (F) has not been amended, rewritten, modified or deferred, nor any provisions thereof waived, except in accordance with the Collection Policy and the provisions of the Transaction Documents, (G) is payable in United States dollars and (viH) allows for prepayment and partial prepayment without penaltydoes not entitle the Contributor to reduce, nor has the Contributor reduced, the APR under such Receivable to below 4%.

Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC and the Seller, shall have been validly assigned by such Dealer to TMCC the Seller in accordance with the terms of such agreement and shall have been subsequently sold by TMCC the Seller to the Seller Depositor pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related Financed Vehicle, which security interest has been assigned by TMCC the Seller to the Seller Depositor and shall be assignable, and shall be so assigned, by the Seller Depositor to the Issuer herebyIssuer, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (iv) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (vi) allows shall have an Obligor that is not a federal, state or local governmental entity, (vii) is a Retail Installment Contract, (viii) was originated on or after , (ix) provides for prepayment the allocation of payments thereon on the simple interest method and partial prepayment without penalty(x) constitutes "chattel paper" as defined in the UCC.

Characteristics of Receivables. Each Receivable (ia) shall have been was originated in the United States by the Seller or a Dealer for located in the retail sale of the related Financed Vehicle United States in the ordinary course of such the Seller’s or the applicable Dealer’s businessbusiness in connection with the sale (or, shall have in the case of certain Dealer Loans, lease) related Financed Equipment in accordance with the Seller’s credit policies as of the date of origination or acquisition of the related Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed by the parties theretotherefor and, shall have been purchased if not originated by TMCC from such Dealer under an existing agreement with TMCC and shall have the Seller, has been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iid) on the Closing Date, shall have has created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC the Seller in the related such Financed VehicleEquipment, which security interest has been assigned shall be perfected and prior to any other interest in such Financed Equipment, and which security interest is assignable by TMCC to the Seller and shall be assignable, and shall be so assigned, reassignable by the Seller to the Issuer herebyassignee, (iiie) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (f) shall, except as otherwise provided in this the Sale and Servicing Agreement, provide for scheduled monthly payments level Monthly Payments (provided that fully amortize the Amount Financed by maturity (except for minimally different payments payment in the first or last month in the life of the Receivable and except pursuant to may be minimally different from the Servicer’s Customary Servicing Practices, including Permitted Modifications level payment) that re-fully amortize the Amount Financed over its original term of the Receivable) and shall provide for a finance charge or shall yield interest at its APR, in either case calculated based on stated interest rate with the Simple Interest Methodexception of Receivables for which the final scheduled payment is a Balloon Payment, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (vg) shall provide for, in the event that such Receivable is prepaid, a prepayment payoff amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date prior to the date of prepayment in an amount calculated by using an interest rate at least equal to its stated interest rate, (h) is a Simple Interest Receivable, (i) is due from an Obligor with a primary business address within the United States or its territories, and (vij) allows for prepayment and partial prepayment without penalty.to the best of the Seller’s knowledge, is not assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable. Documents Contract Data Tape List of Approved Contracts Title SA-1

Characteristics of Receivables. Each Receivable purchased by the Purchaser hereunder on such Purchase Date: (ia) shall have has been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s business's business which has been delivered to and accepted by the Obligor on such Receivable, shall have has been fully and properly executed signed by the parties thereto, shall have has been purchased by TMCC the Seller from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance Agreement with the terms of such agreement Seller and shall have been subsequently sold by TMCC properly assigned to the Seller pursuant to the Receivables Purchase Agreement, Seller; (iib) on the Closing Date, shall have has created or shall create creates a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC the Seller in the related Financed VehicleVehicle (except as limited by any applicable bankruptcy, insolvency or other similar laws affecting creditors rights generally), which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, assigned by the Seller to the Issuer hereby, (iii) shall, except Purchaser as otherwise provided of such Purchase Date and which vehicle is titled or registered in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life one of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term states of the ReceivableUnited States or the District of Columbia; (c) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain contains customary and enforceable provisionsprovisions (except as limited by any applicable bankruptcy, insolvency or other similar laws affecting creditors rights generally) such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral therefor of the benefits of the security; and (d) is a simple interest installment contract payable in U.S. Dollars that (i) has a term not to exceed 61 months at origination, (vii) shall provide for, provides for level monthly payments (provided that the payment in the event that such first or last month in the life of the Receivable is prepaid, a prepayment may be minimally different from the level payment) that fully pays amortize the Principal Balance and includes accrued but unpaid amount financed by maturity, (iii) yields interest at an annual percentage rate of not less than 12%, and (viiv) allows for prepayment and partial prepayment without penalty.is not 30 days or more past due as of the Cut-Off Date. (ii)

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America, shall be payable in U.S. dollars by an Obligor which has provided a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s businessU.S. address as its most recent billing address, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC the Seller and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase AgreementSeller, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC the Seller 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, is assignable by the Seller to the Issuer herebyFIRC, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage Rate, (e) is an "Eligible Loan" as defined in the policy of ALPI Insurance covering the Receivables, (f) complies with the terms and conditions of the Credit Insurance, and (g) in the case of a Precomputed Receivable, shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance principal balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penaltya full month's interest, in the month of prepayment, at the Annual Percentage Rate.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement Dealer Agreement with TMCC MMCA, and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the terms of such agreement and its terms, which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyand by the Issuer to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (provided that the payment in the first or last month in a life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, (g) is a retail installment sales contract, (h) is secured by a new or used automobile or light-or medium-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased either (X) by TMCC the Seller from Ford Credit, which in turn shall have purchased such Receivable from a Dealer under an existing dealer agreement with TMCC Ford Credit, and which shall have been validly assigned by such Dealer to TMCC Ford Credit and which in turn shall have been validly assigned by Ford Credit to the Seller in accordance with its terms, or (Y) by the terms of Seller from Ford Credit, which shall have been assigned such Receivable by PRIMUS, which in turn shall have purchased such Receivable from a Dealer or other finance source (provided that such purchase relates to an individual Receivable and not a bulk purchase) under an existing agreement with PRIMUS, and which shall have been validly assigned by such Dealer or other finance source to PRIMUS and shall have been subsequently sold validly assigned by TMCC PRIMUS to Ford Credit in the ordinary course of business and which in turn shall have been validly assigned by Ford Credit to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, subsisting subsisting, and enforceable first priority security interest in favor of TMCC Ford Credit in the related Financed Vehicle, which security interest has been assigned by TMCC Ford Credit to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, assignable by the Seller to the Issuer herebyIssuer, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.

Characteristics of Receivables. Each Receivable (i) shall ------------------------------ have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC IMAC from such Dealer under an existing agreement with TMCC and IMAC, shall have been validly assigned by such Dealer to TMCC IMAC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC IMAC to the Seller Depositor pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC IMAC in the related Financed Vehicle, which security interest has been assigned by TMCC IMAC to the Seller Depositor and shall be assignable, and shall be so assigned, by the Seller Depositor to the Issuer herebyIssuer, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (iv) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (vi) allows shall have an Obligor that is not a federal, state or local governmental entity, (vii) is a Retail Installment Contract, (viii) was originated on or after July 1, 1998, (ix) provides for prepayment the allocation of payments thereon on the simple interest method and partial prepayment without penalty(x) constitutes "chattel paper" as defined in the UCC.

Characteristics of Receivables. Each Receivable (ia) shall have been originated in the United States of America by a Dealer for the retail consumer or commercial sale of the related a Financed Vehicle in the ordinary course of such Dealer’s 's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC the Seller from MMCA, which in turn shall have purchased such Receivable from such Dealer under an existing agreement a Dealer Agreement with TMCC MMCA, and shall have been validly assigned by such Dealer to TMCC MMCA in accordance with the terms of such agreement and its terms, which in turn shall have been subsequently sold validly assigned by TMCC MMCA to the Seller pursuant to the Receivables Purchase Agreementin accordance with its terms, (iib) on the Closing Date, shall have created or shall create a valid, binding, subsisting and enforceable first priority security interest in favor of TMCC in MMCA on the related Financed Vehicle, which security interest has been validly assigned by TMCC MMCA to the Seller and Seller, which in turn shall be assignable, and shall be so assigned, validly assigned by the Seller to the Issuer herebyand by the Issuer to the Indenture Trustee, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (ivc) shall contain customary and enforceable provisions, provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral collateral of the benefits of the security, (vd) in the case of Standard Receivables, shall provide for level monthly payments (PROVIDED that the payment in the last month in a life of the Receivable may be different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at the APR, (e) in the case of Final Payment Receivables, shall provide for a series of fixed level monthly payments and a larger payment due after such level monthly payments that fully amortize the Amount Financed by maturity and yield interest at the APR, (f) shall provide for, in the event that such Receivable contract is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest Balance, (g) is a retail installment sale contract, (h) is secured by a new or used automobile or light-or medium-duty truck, and (vii) allows for prepayment is an Actuarial Receivable or a Simple Interest Receivable (and partial prepayment without penaltymay also be a Final Payment Receivable).