Common use of Additional Representations and Warranties of the Transferor Clause in Contracts

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (the “Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral constitutes “accounts” within the meaning of the Delaware UCC. (c) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignment. (e) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak as of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (ai) This Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) 2.1 of any Assignment this Agreement (the “Collateral”), which security interest is prior to all other liensLiens, except for Permitted Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bii) The Collateral constitutes “accounts” or “payment intangibles” within the meaning of the Delaware applicable UCC. (ciii) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an AssignmentAgreement, the Transferor owned and had good and marketable title to such Collateral free and clear of any lienLien, claim or encumbrance of any Person, except for Permitted Liens. (div) The Transferor has caused or will have causedcause, within ten days of the initial execution of this Agreement and each AssignmentAgreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such AssignmentAgreement. (ev) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an AssignmentAgreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Transferred Collateral (as defined below) is transferred to the Trustee Issuer but shall not be waived by any of the parties to this Agreement unless each the Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that Condition is satisfied with respect to such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agencywaiver. (a) This Agreement creates a valid and continuing security interest (as defined in the Delaware New York UCC) in favor of the Trustee Issuer in the Receivables described in Section 2.01 or in Section 3(a) 3 of any Assignment (the “Transferred Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Transferred Collateral constitutes “accounts” within the meaning of the Delaware New York UCC. (c) At the time of each transfer and assignment of Transferred Collateral to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Transferred Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Transferred Collateral granted to the Trustee Issuer pursuant to this Agreement or such Assignment. (e) Other than the security interest granted to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Transferred Collateral other than any financing statement relating to the security interest granted to the Trust Issuer pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak of the date that the Collateral Interest Rate Cap Agreement (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This The Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in the Cap Agreement, the Interest Rate Caps and the Cap Proceeds Account described in Section 3A of this Series Supplement (collectively, the "Interest Rate Cap Agreement") in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (the “Collateral”)Trustee, which security interest is prior to all other liensLiens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral Interest Rate Cap Agreement constitutes “accounts” either an "account," a "general intangible," or an "instrument," each within the meaning of the Delaware applicable UCC. (c) At the time of each the transfer and assignment of Collateral the Interest Rate Cap Agreement to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Collateral the Interest Rate Cap Agreement free and clear of any lienLien, claim or encumbrance of any PersonPerson (other than Permitted Liens). (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each AssignmentSeries Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral Interest Rate Cap Agreement granted to the Trustee pursuant to this Agreement or such Assignmentthe Agreement. (e) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralInterest Rate Cap Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Collateral Interest Rate Cap Agreement other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this the Agreement or an Assignment or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations represents and warranties. Such representations warrants, on and warranties shall survive until the termination of this Agreement. Such representations and warranties speak as of the date that the Collateral (hereof and on and as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the TransferorPurchase Date, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.as follows: (a) This Agreement creates a valid it has the requisite corporate power and continuing security interest (as defined authority and legal right to sell Receivables relating to each Fund, and the Collections and the Ancillary Rights with respect thereto, to the Seller in accordance with the Delaware UCC) in favor terms of the Trustee in Transferor's Transfer Agreement and the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (Transferor has duly authorized each such sale to the “Collateral”), which security interest is prior to Seller by all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor.necessary action; (b) The Collateral constitutes “accounts” within the meaning of the Delaware UCC. (c) At the time of each transfer of Receivables and assignment of Collateral the Ancillary Rights and Collections with respect thereto to the Trustee pursuant Seller under the Transferor's Transfer Agreement and each transfer of Receivables and the Ancillary Rights and Collections with respect thereto to the Purchaser under this Agreement or an Assignmentconstitutes a valid and complete True Sale of all right, the Transferor owned title and had good interest in and marketable title to such Collateral Receivables and the Ancillary Rights and Collections with respect thereto, free and clear of any lienAdverse Claim; such transfers have not been made with an intent to hinder, claim delay or encumbrance defraud any present or future creditor; the purchase price paid therefore is fair consideration and of reasonably equivalent value to the Receivables and the Ancillary Rights and Collections with respect thereto so transferred; and immediately after the purchase pursuant to this Agreement the Distributor, the Transferor and the Seller will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after each transfer of the Receivables and the Ancillary Rights and Collections with respect thereto to the Seller under the Transferor's Transfer Agreement and immediately prior to each purchase of the Receivables and the Ancillary Rights and Collections with respect thereto by the Purchaser under this Agreement, (i) no party claiming through the Transferor, the Seller or the Distributor has any right, title or interest in such Receivables or the Ancillary Rights or Collections in respect thereto, including any payments or proceeds in respect thereto, (ii) the Seller owns such Receivables and the Ancillary Rights and Collections in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of any Federated Entity, and (iii) such Receivables and the Ancillary Rights and Collections in respect thereto have not been sold, transferred or assigned by the Transferor to any other Person.; (d) The the Transferor has caused or will have caused, within ten days of is not prevented by any Applicable Law from paying the initial execution of this Agreement Collections and each Assignment, Related Collections strictly in accordance with the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignment.Irrevocable Payment Instruction; (e) Other than the security interest granted Transferor has clearly and unambiguously marked all of its books, records and electronic computer files and master data processing records relating to the Trustee pursuant Receivables to this Agreement indicate the interests of the Purchaser in the Purchased Receivables; (i) the sum of the Transferor's assets exceeds and will, immediately following the transactions contemplated hereby, exceed the Transferor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities); (ii) the Transferor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out is business as conducted or an Assignmentas proposed to be conducted; and (iii) the Transferor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Transferor); and (g) the Transferor has not pledged, assigned, sold, granted a security interest in, used and will not use any trade names or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral assumed names other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor."Federated Investors Management Company" and "Federated Disbursing Corp."

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak as of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (ai) This Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) 2.1 of any Assignment this Agreement (the “"Collateral”"), which security interest is prior to all other liensLiens, except for Permitted Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bii) The Collateral constitutes “"accounts” " or "payment intangibles" within the meaning of the Delaware applicable UCC. (ciii) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an AssignmentAgreement, the Transferor owned and had good and marketable title to such Collateral free and clear of any lienLien, claim or encumbrance of any Person, except for Permitted Liens. (div) The Transferor has caused or will have causedcause, within ten days of the initial execution of this Agreement and each AssignmentAgreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such AssignmentAgreement. (ev) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an AssignmentAgreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations representations, warranties and warranties. Such representations covenants and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Collateral (agrees as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.follows: (a) This the Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 or of the Agreement in Section 3(a) favor of any Assignment (the “Collateral”)Trustee, which security interest is prior to all other liensLiens (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or which the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and for which the Transferor has set aside on its books adequate reserves with respect thereto), and is enforceable as such as against creditors of and purchasers from the such Transferor.; (b) The Collateral constitutes the Receivables constitute “accounts” within the meaning of the Delaware applicable UCC.; (c) At the time of each transfer it owns and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignment, the Transferor owned and had has good and marketable title to such Collateral the Receivables free and clear of any lienLien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or which the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and for which the Transferor has set aside on its books adequate reserves with respect thereto), claim or encumbrance of any Person.; (d) The Transferor it has caused or will have caused, within ten days of the initial execution of this Agreement and each or the applicable Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral such Receivables granted to the Trustee pursuant to this Agreement or such Assignment.under the Agreement; and (e) Other other than the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Transferor Receivables; it has not authorized the filing of and is not aware of any financing statements against the Transferor it that include a description of collateral covering the Collateral Receivables other than any financing statement (i) relating to the security interest granted to the Trust pursuant to this Trustee under the Agreement or an Assignment or (ii) that has been terminated. The Transferor ; it is not aware of any judgment or tax lien filings against it (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or which it is then contesting the Transferorvalidity thereof in good faith by appropriate proceedings and for which it has set aside on its books adequate reserves with respect thereto).

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following additional representations and warranties. Such representations and warranties shall survive until the termination of this the Transfer Agreement. Such representations and warranties speak as of the date that the Collateral (as defined below) is Transferred Assets are first transferred to the Trustee Issuer but shall not be waived by any of the parties to this Agreement Assignment unless each the Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that Condition is satisfied with respect to such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agencywaiver. (ai) This Agreement Assignment creates a valid and continuing security interest (as defined in the Delaware New York UCC) in favor of the Trustee Issuer in the Receivables described in Section 2.01 or in Section 3(a) 3 of any this Assignment (the “Transferred Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bii) The Transferred Collateral constitutes “accounts” within the meaning of the Delaware New York UCC. (ciii) At the time of each the transfer and assignment of the Transferred Collateral to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Transferred Collateral free and clear of any lien, claim or encumbrance of any Person. (div) The the Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Transferred Collateral granted to the Trustee Issuer pursuant to this Agreement or such Assignment. (ev) Other than the security interest granted to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Transferred Collateral other than any financing statement relating to the security interest granted to the Trust Issuer pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (the “"Collateral”"), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral constitutes “"accounts” " within the meaning of the Delaware UCC. (c) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignment. (e) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak of the date that the Collateral Interest Rate Cap Agreement (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that Confirmation with respect to such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agencyhas been delivered. (a) This The Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in the Cap Agreement, the Interest Rate Caps and the Cap Proceeds Account described in Section 3A of this Series Supplement (collectively, the "Interest Rate Cap Agreement") in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (the “Collateral”)Trustee, which security interest is prior to all other liensLiens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral Interest Rate Cap Agreement constitutes “accounts” either an "account," a "general intangible," or an "instrument," each within the meaning of the Delaware applicable UCC. (c) At the time of each the transfer and assignment of Collateral the Interest Rate Cap Agreement to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Collateral the Interest Rate Cap Agreement free and clear of any lienLien, claim or encumbrance of any PersonPerson (other than Permitted Liens). (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each AssignmentSeries Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral Interest Rate Cap Agreement granted to the Trustee pursuant to this Agreement or such Assignmentthe Agreement. (e) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralInterest Rate Cap Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Collateral Interest Rate Cap Agreement other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this the Agreement or an Assignment or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor Transferor, hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This The Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) 2.1 of any Assignment the Agreement (the “"Collateral”"), which security interest is prior to all other liensLiens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral constitutes “"accounts” " within the meaning of the Delaware applicable UCC. (c) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Collateral free and clear of any lienLien, claim or encumbrance of any Person. (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignmentthe Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignmentthe Agreement. (e) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this the Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (f) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Cap Agreement, the Interest Rate Caps and the Cap Proceeds Account described in Section 3A of this Series Supplement (collectively, the "Interest Rate Cap Agreement") in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (g) The Interest Rate Cap Agreement constitutes either an "account," a "general intangible," or an "instrument," each within the meaning of the applicable UCC. (h) At the time of the transfer and assignment of the Interest Rate Cap Agreement to the Trustee pursuant to the Agreement, the Transferor owned and had good and marketable title to the Interest Rate Cap Agreement free and clear of any Lien, claim or encumbrance of any Person. (i) The Transferor has caused, within ten days of the execution of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Interest Rate Cap Agreement granted to the Trustee pursuant to the Agreement. (j) Other than the security interest granted to the Trustee pursuant to the Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Interest Rate Cap Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Interest Rate Cap Agreement other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations represents and warranties. Such representations warrants, on and warranties shall survive until the termination of this Agreement. Such representations and warranties speak as of the date that the Collateral (hereof and on and as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the TransferorPurchase Date, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.as follows: (a) This Agreement creates a valid it has the requisite corporate power and continuing security interest (as defined authority and legal right to sell Receivables relating to each Fund, and the Collections and the Ancillary Rights with respect thereto, to the Seller in accordance with the Delaware UCC) in favor terms of the Trustee in Transferor’s Transfer Agreement and the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (Transferor has duly authorized each such sale to the “Collateral”), which security interest is prior to Seller by all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor.necessary action; (b) The Collateral constitutes “accounts” within the meaning of the Delaware UCC. (c) At the time of each transfer of Receivables and assignment of Collateral the Ancillary Rights and Collections with respect thereto to the Trustee pursuant Seller under the Transferor’s Transfer Agreement and each transfer of Receivables and the Ancillary Rights and Collections with respect thereto to the Purchaser under this Agreement or an Assignmentconstitutes a valid and complete True Sale of all right, the Transferor owned title and had good interest in and marketable title to such Collateral Receivables and the Ancillary Rights and Collections with respect thereto, free and clear of any lienAdverse Claim; such transfers have not been made with an intent to hinder, claim delay or encumbrance defraud any present or future creditor; the purchase price paid therefore is fair consideration and of reasonably equivalent value to the Receivables and the Ancillary Rights and Collections with respect thereto so transferred; and immediately after the purchase pursuant to this Agreement the Distributor, the Transferor and the Seller will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after each transfer of the Receivables and the Ancillary Rights and Collections with respect thereto to the Seller under the Transferor’s Transfer Agreement and immediately prior to each purchase of the Receivables and the Ancillary Rights and Collections with respect thereto by the Purchaser under this Agreement, (i) no party claiming through the Transferor, the Seller or the Distributor has any right, title or interest in such Receivables or the Ancillary Rights or Collections in respect thereto, including any payments or proceeds in respect thereto, (ii) the Seller owns such Receivables and the Ancillary Rights and Collections in respect thereto free and clear of all Adverse Claims or other such restrictions on transfer created by or arising out of the acts or omissions of any Federated Entity, and (iii) such Receivables and the Ancillary Rights and Collections in respect thereto have not been sold, transferred or assigned by the Transferor to any other Person.; (d) The the Transferor has caused or will have caused, within ten days of is not prevented by any Applicable Law from paying the initial execution of this Agreement Collections and each Assignment, Related Collections strictly in accordance with the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignment.Irrevocable Payment Instruction; (e) Other than the security interest granted Transferor has clearly and unambiguously marked all of its books, records and electronic computer files and master data processing records relating to the Trustee pursuant Receivables to this Agreement indicate the interests of the Purchaser in the Purchased Receivables; (f) (i) the sum of the Transferor’s assets exceeds and will, immediately following the transactions contemplated hereby, exceed the Transferor’s total liabilities (including subordinated, unliquidated, disputed and contingent liabilities); (ii) the Transferor’s assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out is business as conducted or an Assignmentas proposed to be conducted; and (iii) the Transferor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Transferor); and (g) the Transferor has not pledged, assigned, sold, granted a security interest in, used and will not use any trade names or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral assumed names other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor“Federated Investors Management Company”.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak as of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (ai) This The Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in (i) the Receivables Distribution Account and all monies on deposit therein (collectively, the "Deposit Account Collateral") and (ii) the Series Accounts (other than the Distribution Account) and all monies and investments deposited therein or credited thereto (the "Series Account Collateral"), each as described in Section 2.01 or in Section 3(a) 2.1 of any Assignment (the “Collateral”)Agreement and maintained for the benefit of the Series 2000-2 Securityholders, which security interest is prior to all other liensLiens, except for Permitted Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bA) The Collateral Distribution Account constitutes “accounts” a "deposit account" within the meaning of the Delaware applicable UCC. (cB) At the time of each transfer and assignment of Deposit Account Collateral to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Deposit Account Collateral free and clear of any lienLien, claim or encumbrance of any Person, except for Permitted Liens. (dC) The Transferor has caused or will have caused, within ten days taken all steps necessary to cause the Trustee to become the account holder of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such AssignmentDistribution Account. (eD) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Deposit Account Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (E) The Deposit Account Collateral is not in the name of any person other than the Trustee. The Transferor has not consented to the bank maintaining the Deposit Account Collateral complying with instruction of any person other than the Trustee. (iii) (A) The Series Accounts (other than the Distribution Account) constitute "securities accounts" within the meaning of the applicable UCC and the Trustee's rights and property interest with respect to the monies and investments deposited therein or credited thereto constitute "security entitlements" within the meaning of the applicable UCC.

Additional Representations and Warranties of the Transferor. The Transferor Transferor, hereby makes the following additional representations and warranties. Such representations and warranties shall survive until the termination of this the Transfer Agreement. Such representations and warranties speak as of the date that the Collateral (as defined below) is Transferred Assets are first transferred to the Trustee Issuer but shall not be waived by any of the parties to this Agreement Assignment unless each the Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that Condition is satisfied with respect to such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agencywaiver. (ai) This Agreement Assignment creates a valid and continuing security interest (as defined in the Delaware New York UCC) in favor of the Trustee Issuer in the Receivables described in Section 2.01 or in Section 3(a) 3 of any this Assignment (the “Transferred Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bii) The Transferred Collateral constitutes “accounts” within the meaning of the Delaware New York UCC. (ciii) At the time of each the transfer and assignment of the Transferred Collateral to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Transferred Collateral free and clear of any lien, claim or encumbrance of any Person. (div) The the Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Transferred Collateral granted to the Trustee Issuer pursuant to this Agreement or such Assignment. (ev) Other than the security interest granted to the Trustee Issuer pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Transferred Collateral other than any financing statement relating to the security interest granted to the Trust Issuer pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak as of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (ai) This The Agreement creates a valid and continuing security interest (as defined in the Delaware UCC) in favor of the Trustee in (i) the Receivables Distribution Account and all monies on deposit therein (collectively, the "Deposit Account Collateral") and (ii) the Series Accounts (other than the Distribution Account) and all monies and investments deposited therein or credited thereto (the "Series Account Collateral"), each as described in Section 2.01 or in Section 3(a) 2.1 of any Assignment (the “Collateral”)Agreement and maintained for the benefit of the Series 2001-1 Securityholders, which security interest is prior to all other liensLiens, except for Permitted Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (bA) The Collateral Distribution Account constitutes “accounts” a "deposit account" within the meaning of the Delaware applicable UCC. (cB) At the time of each transfer and assignment of Deposit Account Collateral to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Deposit Account Collateral free and clear of any lienLien, claim or encumbrance of any Person, except for Permitted Liens. (dC) The Transferor has caused or will have caused, within ten days taken all steps necessary to cause the Trustee to become the account holder of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such AssignmentDistribution Account. (eD) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Deposit Account Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (E) The Deposit Account Collateral is not in the name of any person other than the Trustee. The Transferor has not consented to the bank maintaining the Deposit Account Collateral complying with instruction of any person other than the Trustee. (iii) (A) The Series Accounts (other than the Distribution Account) constitute "securities accounts" within the meaning of the applicable UCC and the Trustee's rights and property interest with respect to the monies and investments deposited therein or credited thereto constitute "security entitlements" within the meaning of the applicable UCC.

Additional Representations and Warranties of the Transferor. The Transferor Metris Receivables, Inc., as Transferor, hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This The Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) 2.1 of any Assignment the Agreement (the “"Collateral”"), which security interest is prior to all other liensLiens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral constitutes “"accounts” " within the meaning of the Delaware applicable UCC. (c) At the time of each transfer and assignment of Collateral to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Collateral free and clear of any lienLien, claim or encumbrance of any Person. (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignmentthe Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral granted to the Trustee pursuant to this Agreement or such Assignmentthe Agreement. (e) Other than the transfer and the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this the Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (f) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Cap Agreement, the Interest Rate Caps and the Cap Proceeds Account described in Section 3A of this Series Supplement (collectively, the "Interest Rate Cap Agreement") in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (g) The Interest Rate Cap Agreement constitutes either an "account," a "general intangible," or an "instrument," each within the meaning of the applicable UCC. (h) At the time of the transfer and assignment of the Interest Rate Cap Agreement to the Trustee pursuant to the Agreement, the Transferor owned and had good and marketable title to the Interest Rate Cap Agreement free and clear of any Lien, claim or encumbrance of any Person. (i) The Transferor has caused, within ten days of the execution of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Interest Rate Cap Agreement granted to the Trustee pursuant to the Agreement. (j) Other than the security interest granted to the Trustee pursuant to the Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Interest Rate Cap Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Interest Rate Cap Agreement other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Additional Representations and Warranties of the Transferor. The Transferor Transferor, hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this AgreementSeries Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Agreement Series Supplement unless each Rating Agency shall have notified the Transferor, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) This The Agreement creates a valid and continuing security interest (as defined in the Delaware applicable UCC) in the Cap Agreement, the Interest Rate Caps and the Cap Proceeds Account described in Section 3A of this Series Supplement (collectively, the “Interest Rate Cap Agreement”) in favor of the Trustee in the Receivables described in Section 2.01 or in Section 3(a) of any Assignment (the “Collateral”)Trustee, which security interest is prior to all other liensLiens, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Collateral Interest Rate Cap Agreement constitutes either an “accountsaccount,” a “general intangible,” or an “instrument,” each within the meaning of the Delaware applicable UCC. (c) At the time of each the transfer and assignment of Collateral the Interest Rate Cap Agreement to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor owned and had good and marketable title to such Collateral the Interest Rate Cap Agreement free and clear of any lienLien, claim or encumbrance of any PersonPerson (other than a Permitted Lien). (d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each AssignmentSeries Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Collateral Interest Rate Cap Agreement granted to the Trustee pursuant to this Agreement or such Assignmentthe Agreement. (e) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignmentthe Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralInterest Rate Cap Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Collateral Interest Rate Cap Agreement other than any financing statement relating to the security interest granted to the Trust Trustee pursuant to this the Agreement or an Assignment or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.