Common use of Conditions Precedent to All Transfers Clause in Contracts

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) the Servicer shall have delivered to the Facility Administrator and the Custodian those items listed on Schedule IB on or before the dates listed therein and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correct: (i) the representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuing, or would result from such Purchase which constitutes a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Purchase, the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (d) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator shall have received such other approvals, opinions or documents as the Facility Administrator may reasonably request.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from (including the Trust Depositor by the Trust initial Purchases) hereunder shall be subject to the further conditions precedent that: (a) with respect to any such Transfer, on or prior to the Servicer date of such Purchase, the applicable Seller shall have delivered to the Facility Administrator Purchaser, (i) if requested by the Purchaser, such Seller’s accounting records (which if in magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than thirty-one (31) days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Custodian those items listed on Schedule IB Receivables to be included in such Transfer and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Transfer, on or before prior to the dates listed therein date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect)Purchaser; (c) on each the date of such Transfer Date, the following statements shall be true (and correct:the applicable Seller, by accepting the Purchase Price for such Purchase or by making such contribution pursuant to Section 2.06, shall be deemed to have certified that): (i) the The representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, 4.01 are true and correct on and as of the date of such day Transfer as though made on and as of such date;, (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no No event has occurred and is continuing, or would result from such Purchase which Transfer, that constitutes a Servicer an Event of Termination or an Unmatured Event of Termination, Termination Event or an Event of Default;, (iviii) after giving effect The Purchaser shall not have delivered to such Purchase, the Outstanding Amount will Sellers a notice that the Purchaser shall not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day;make any further Transfers hereunder; and (d) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Purchaser shall have received such other approvals, opinions or documents as the Facility Administrator Purchaser may reasonably request. Notwithstanding the foregoing conditions precedent in Sections 3.02(c)(i) and (ii), upon payment of the Purchase Price for any Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price) and upon each Contribution of a Receivable, title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have waived by reason of completing such Transfer) all applicable rights and remedies under Sections 2.04, 7.01 and 8.01 and otherwise.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from hereunder (including the Trust Depositor by the Trust initial Transfer) shall be subject to satisfaction of the following further conditions precedent thatas of the Transfer Date therefor: (a) the Servicer representations and warranties of each Originator contained herein or in any other Related Document shall have delivered be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the Facility Administrator application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and the Custodian those items listed on Schedule IB on or before the dates listed except for changes therein and such additional information as may be reasonably requested expressly permitted by the Facility Administratorthis Agreement; (bi) all actions or additional actions necessarythe Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in the reasonable judgment either event, in accordance with Section 9.01 of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect)Funding Agreement; (c) on each Transfer Date, the following statements Originator shall be true in compliance with each of its covenants and correct: (i) the representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of any Seller Party agreements set forth herein or in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuing, or would result from such Purchase which constitutes a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Purchase, the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such dayRelated Document; (d) no law, rule or regulation shall prohibit, and no order, judgment or decree each of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any those conditions precedent set forth in Section 3.02 of the activities contemplated by the Transaction Documents;Funding Agreement shall have been satisfied or waived in writing as provided therein; and (e) in addition to the other documents set forth on Schedule 1B, the Custodian each Originator shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator shall have received taken such other action, including delivery of approvals, opinions or consents, opinions, documents and instruments to Buyer as the Facility Administrator Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Parent of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) On the Servicer related Assignment Date (including the initial Transfer on the date hereof), the Company (with respect to itself and the Receivables) and the Administrator shall have delivered certified and are deemed to the Facility Administrator have represented and the Custodian those items listed on Schedule IB on or before the dates listed therein warranted hereunder and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, shall so represent and warrant in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correctrelated Collateral Assignment that: (i) the representations and warranties contained (A) of the Company and AutoBond set forth in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement 11.01 and Section 3.2 11.02 hereof and (B) of the Sale and Contribution Administrator set forth in the applicable Servicing Agreement, are true and correct on and as of such day date, before and after giving effect to such Transfer, as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuingoccurred, or would result from such Purchase Transfer or from the application of the proceeds therefrom, which constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii) each of the Company and AutoBond is in material compliance with each of its covenants set forth herein and in all Related Documents; (iv) after giving effect to such Purchase, no event has occurred which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit;requirement that notice be given or time elapse or both; and (v) no event has occurred which constitutes an Event of Administrator Termination or would constitute an Event of Administrator Termination but for the requirement that notice be given or time elapse or both. (b) The Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders of the applicable Series) as custodian for and on and as behalf of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all Estate an executed copy of the agreements contained in this Agreement related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the other Transaction effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Documents with respect to be performed by such Person at or prior the Receivables subject to such day;Transfer; and (d) No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no law, rule or regulation Noteholder shall prohibithave notified the Trustee of the same, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Trustee shall have received such other approvalsdocuments, opinions opinions, certificates and instruments as any Noteholder or documents as the Facility Administrator Trustee may reasonably request.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) On the Servicer related Assignment Date (including the initial Transfer on the date hereof), the Company (with respect to itself and the Loans) and the Administrator shall have delivered certified and are deemed to the Facility Administrator have represented and the Custodian those items listed on Schedule IB on or before the dates listed therein warranted hereunder and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, shall so represent and warrant in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correctrelated Collateral Assignment that: (i) the representations and warranties contained (A) of the Company and Epic set forth in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement 11.1 and Section 3.2 11.2 hereof and (B) of the Sale and Contribution Administrator set forth in the applicable Servicing Agreement, are true and correct on and as of such day date, before and after giving effect to such Transfer, as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuingoccurred, or would result from such Purchase Transfer or from the application of the proceeds therefrom, which constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii) each of the Company and Epic is in material compliance with each of its covenants set forth herein and in all Related Documents; and (iv) after giving effect no event has occurred which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both. (b) The Company shall have delivered to such Purchase, the Outstanding Amount will not exceed Trustee (and the lesser Noteholders of the applicable Series) an executed copy of the related Collateral Assignment and an Officer's Certificate stating and representing and warranting (iand hereby represents and warrants) Funding Date Overcollateralization and (ii) that all conditions precedent to the Note Purchase Limiteffectiveness thereof as specified herein shall have been satisfied; (vc) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all The Custodian shall have confirmed receipt of the agreements contained in this Agreement and Loan Documents with respect to the other Transaction Documents to be performed by such Person at or prior Loans subject to such dayTransfer; (d) No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no law, rule or regulation Noteholder shall prohibithave notified the Trustee of the same, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Trustee shall have received such other approvalsdocuments, opinions opinions, certificates and instruments as any Noteholder or documents as the Facility Administrator Trustee may reasonably request; and (e) A Custody Agreement and a Servicing Agreement shall be in full force and effect for the related Loans.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from hereunder (including the Trust Depositor by the Trust initial Transfer) shall be subject to satisfaction of the following further conditions precedent thatas of the Transfer Date therefor: (a) the Servicer representations and warranties of each Originator contained herein or in any other Related Document shall have delivered be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the Facility Administrator application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and the Custodian those items listed on Schedule IB on or before the dates listed except for changes therein and such additional information as may be reasonably requested expressly permitted by the Facility Administratorthis Agreement; (bi) all actions or additional actions necessarythe Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in the reasonable judgment either event, in accordance with Section 9.01 of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect)Funding Agreement; (c) on each Transfer Date, the following statements Originator shall be true in compliance with each of its covenants and correct: (i) the representations and warranties contained other agreements set forth herein or in Sections 5.1any other Related Document, 5.4, 5.5 and, solely with respect except to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuing, or would result from such Purchase which constitutes extent non-compliance could not be reasonably expected to have a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Purchase, the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such dayMaterial Adverse Effect; (d) no law, rule or regulation shall prohibit, and no order, judgment or decree each of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any those conditions precedent set forth in Section 3.02 of the activities contemplated by the Transaction Documents;Funding Agreement shall have been satisfied or waived in writing as provided therein; and (e) in addition each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator shall have received such other approvals, opinions or documents Buyer as the Facility Administrator Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to the Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in the Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) the Servicer shall have delivered to the Facility Administrator and the Custodian those items listed on Schedule IB on or before the dates listed therein and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correct: (i) the representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuing, or would result from such Purchase which constitutes a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Purchase, the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements agreements, paid all fees, costs and expenses and satisfied all conditions contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (d) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and; (f) the Facility Administrator shall have received such other approvals, opinions or documents as the Facility Administrator may reasonably request; (g) the Custodian shall have issued its Custodian's Certificate with no exceptions related to the applicable Receivables Files, except any exceptions indicated on Schedule 1 attached to such Custodian's Certificate that are expressly permitted pursuant to the Custodial Agreement.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) On the Servicer related Assignment Date (including the initial Transfer on the date hereof), the Company and the Administrator shall have delivered certified and are deemed to the Facility Administrator have represented and the Custodian those items listed on Schedule IB on or before the dates listed therein warranted hereunder and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, shall so represent and warrant in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correctrelated Collateral Assignment that: (i) the representations and warranties contained (A) of the Company and AutoBond set forth in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement 11.01 and Section 3.2 11.02 hereof and (B) of the Sale and Contribution Administrator set forth in the applicable Servicing Agreement, are true and correct on and as of such day date, before and after giving effect to such Transfer, as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuingoccurred, or would result from such Purchase Transfer or from the application of the proceeds therefrom, which constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii) each of the Company and AutoBond is in material compliance with each of its covenants set forth herein and in all Related Documents; (iv) after giving effect to such Purchase, no event has occurred which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit;requirement that notice be given or time elapse or both; and (v) no event has occurred which constitutes an Event of Administrator Termination or would constitute an Event of Administrator Termination but for the requirement that notice be given or time elapse or both. (b) The Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders) as custodian for and on and as behalf of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all Estate an executed copy of the agreements contained in this Agreement related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the other Transaction effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Documents with respect to be performed by such Person at or prior the Receivables subject to such day;Transfer; and (d) No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no law, rule or regulation Noteholder shall prohibithave notified the Trustee of the same, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Trustee shall have received such other approvalsdocuments, opinions opinions, certificates and instruments as any Noteholder or documents as the Facility Administrator Trustee may reasonably request.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase Transfer to take place on the initial Transfer Effective Date and each other Transfer from the Trust Depositor by the Trust to take place on a subsequent Transfer Effective Date hereunder shall be subject to the further conditions precedent that: (a) On or prior to such Transfer Effective Date, the Originator (or the Servicer shall on its behalf) shall, at its own expense, have delivered marked its records related to each Insurance Premium Loan in which a Participation has been transferred hereunder with a notation, acceptable to the Facility Administrator Participant, stating that a Participation in such Insurance Premium Loan, the related promissory note and all other documents in the Loan Documentation Package for such Insurance Premium Loan and Collections with respect thereto and other proceeds thereof, has been sold in accordance with this Agreement, and the Custodian those items listed on Schedule IB on or before Originator further agrees not to alter such file designation with respect to any applicable Insurance Premium Loan in which a Participation has been transferred hereunder during the dates listed therein and such additional information as may be reasonably requested by the Facility Administratorterm of this Agreement; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on On each Transfer Effective Date, the following statements shall be true and correcttrue: (i) all of the Originator’s representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, 5.01 are true and correct on and as of such day date as though made on and as of such date;; and (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuing, or would result from such Purchase which Transfer, that constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultTermination or would constitute an Event of Termination but for the requirement that notice be given or that time elapse or both; (ivc) after giving effect to such PurchaseOn each Transfer Effective Date, the Outstanding Amount will not exceed Originator and the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase LimitParticipant shall have executed a Participation Certificate for each Insurance Premium Loan for which a Participation has been transferred hereunder; (vd) on and as of such dayOn each Transfer Effective Date, the Sellers, the Trust Depositor, the Servicer Originator shall have complied with all of its covenants hereunder and the Club Trustee each has performed shall have fulfilled in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (d) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documentsits obligations hereunder; (e) in addition As of each Transfer Effective Date, no Originator shall be insolvent; The acceptance by the Originator of the Purchase Price for any Participation shall be deemed to be a representation and warranty by the Originator as to the other documents matters set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator shall have received such other approvals, opinions or documents as the Facility Administrator may reasonably requestin this Section.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from (including the Trust Depositor by the Trust initial Purchases) hereunder shall be subject to the further conditions precedent that: (a) with respect to any such Transfer, on or prior to the Servicer date of such Purchase, the applicable Seller shall have delivered to the Facility Administrator Purchaser, (i) if requested by the Purchaser, such Seller’s accounting records (which if in magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than thirty-one (31) days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Custodian those items listed on Schedule IB Receivables to be included in such Transfer and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Transfer, on or before prior to the dates listed therein date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect)Purchaser; (c) on each the date of such Transfer Date, the following statements shall be true (and correct:the applicable Seller, by accepting the Purchase Price for such Purchase or by making such contribution pursuant to Section 2.06, shall be deemed to have certified that): (i) the The representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, 4.01 are true and correct on and as of the date of such day Transfer as though made on and as of such date;, (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no No event has occurred and is continuing, or would result from such Purchase which Transfer, that constitutes a Servicer an Event of Termination or an Unmatured Event of Termination, Termination Event or an Event of Default;, (iviii) after giving effect The Purchaser shall not have delivered to such Purchase, the Outstanding Amount will Sellers a notice that the Purchaser shall not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit; (v) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day;make any further Transfers hereunder; and (d) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Purchaser shall have received such other approvals, opinions or documents as the Facility Administrator Purchaser may reasonably request.. Notwithstanding the foregoing conditions precedent in Sections 3.02(c)(i) and (ii), upon payment of the Purchase Price for any Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price) and upon each Contribution of a Receivable, title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have waived by reason of completing such Transfer) all applicable rights and remedies under Sections 2.04, 7.01 and 8.01 and otherwise. 163008276

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Borrower (with respect to itself and the related Receivables) and the Master Servicer shall have delivered certified and are deemed to the Facility Administrator have represented and the Custodian those items listed on Schedule IB on or before the dates listed therein warranted hereunder and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, shall so represent and warrant in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correctrelated Collateral Assignment that: (i) the representations and warranties contained (A) of the Borrower and TWRI set forth in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement 11.1 and Section 3.2 11.2 hereof and (B) of the Sale and Contribution AgreementMaster Servicer set forth herein, are true and correct on and as of such day date, before and after giving effect to such Transfer, as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuingoccurred, or would result from such Purchase Transfer or from the application of the proceeds therefrom, which constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii) each of the Borrower and TWRI is in material compliance with each of its covenants set forth herein and in all Warehouse Facility Documents; and (iv) after giving effect no event has occurred which constitutes an Event of Master Servicer Termination or would constitute an Event of Master Servicer Termination but for the requirement that notice be given or time elapse or both. (b) The Borrower shall have delivered to such Purchasethe Trustee and the Noteholders an executed copy of the related Collateral Assignment, an executed UCC-1 financing statement and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limiteffectiveness thereof as specified herein shall have been satisfied; (vc) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all The Custodian shall have confirmed receipt of the agreements contained related Receivable Documents and shall have delivered a Receipt as provided in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day;Section 4.8 hereof; and (d) no law, rule or regulation shall prohibitNo Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality Noteholder shall prohibit or enjoin any have notified the Trustee of the activities contemplated by same, and the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Trustee shall have received such other approvalsdocuments, opinions opinions, certificates and instruments as any Noteholder or documents as the Facility Administrator Trustee may reasonably request.

Conditions Precedent to All Transfers. The Initial Purchase, each Incremental Purchase and each other Each Transfer from the Trust Depositor by the Trust shall be subject to the further conditions precedent that: (a) On the Servicer related Assignment Date (including the initial Transfer on the date hereof), the Company and the Administrator shall have delivered certified and are deemed to the Facility Administrator have represented and the Custodian those items listed on Schedule IB on or before the dates listed therein warranted hereunder and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, shall so represent and warrant in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correctrelated Collateral Assignment that: (i) the representations and warranties contained (A) of the Company and AutoBond set forth in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement 11.01 and Section 3.2 11.02 hereof and (B) of the Sale and Contribution Administrator set forth in the applicable Servicing Agreement, are true and correct on and as of such day date, before and after giving effect to such Transfer, as though made on and as of such date; (ii) all other representations and warranties of any Seller Party in any Transaction Document (other than this Agreement) are true and correct on and as of such day as though made on and as of such date; (iii) no event has occurred and is continuingoccurred, or would result from such Purchase Transfer or from the application of the proceeds therefrom, which constitutes a Servicer Event of Termination, Termination Event or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii) each of the Company and AutoBond is in material compliance with each of its covenants set forth herein and in all Related Documents; (iv) after giving effect to such Purchase, no event has occurred which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the Outstanding Amount will not exceed the lesser of (i) Funding Date Overcollateralization and (ii) the Note Purchase Limit;requirement that notice be given or time elapse or both; and (v) no event has occurred which constitutes an Event of Administrator Termination or would constitute an Event of Administrator Termination but for the requirement that notice be given or time elapse or both; (b) The Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders) as custodian for and on and as behalf of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each has performed in all material respects all Estate an executed copy of the agreements contained in this Agreement related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the other Transaction Documents effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Files with respect to be performed by such Person at or prior the Receivables subject to such day;Transfer; and (d) No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no law, rule or regulation Noteholder shall prohibithave notified the Trustee of the same, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); and (f) the Facility Administrator Trustee shall have received such other approvalsdocuments, opinions opinions, certificates and instruments as any Noteholder or documents as the Facility Administrator Trustee may reasonably request.