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

Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series 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 Series Supplement unless each Rating Agency shall have notified the Transferors, 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Collateral constitutes "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement or an Assignment, such Transferor owned and had good and marketable title to such Receivable free and clear of any lien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 the Agreement or such Assignment. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]

Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak as of the date that the Collateral Receivables (as defined below) is are transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each the Rating Agency Condition shall have notified the Transferors, the Servicer and the Trustee in writing that been 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "CollateralReceivables"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Collateral constitutes Receivables constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement or an AssignmentAgreement, such Transferor owned and had good and marketable title to such Receivable Receivables free and clear of any lienLien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 Receivables granted to the Trustee pursuant to the Agreement or such AssignmentAgreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralReceivables. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral cover such Receivables other than any financing statement relating to the transfer and security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]

Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series 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 Series Supplement unless each Rating Agency shall have notified the Transferors, 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Collateral constitutes "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement or an Assignment, such Transferor owned and had good and marketable title to such Receivable free and clear of any lien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 the Agreement or such Assignment. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]

Additional Representations and Warranties of the Transferors. Each Transferor for itself only hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series 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 Series Supplement unless each Rating Agency shall have notified the Transferors, 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "Collateral"), which security interest is prior to all other liensliens (except as otherwise provided in the Agreement), and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Collateral constitutes "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable Collateral to the Trustee pursuant to the Agreement or an AssignmentAgreement, such Transferor owned and had good and marketable title to such Receivable Collateral free and clear of any lien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 the Agreement or such AssignmentAgreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an AssignmentAgreement, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]

Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series 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 Series Supplement unless each Rating Agency shall have notified the Transferors, 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor.. (Series 2003-3 Supplement) 35 (b) The Collateral constitutes "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement or an Assignment, such Transferor owned and had good and marketable title to such Receivable free and clear of any lien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 the Agreement or such Assignment. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]] (Series 2003-3 Supplement) 36

Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak as of the date that the Collateral Receivables (as defined below) is are transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each the Rating Agency Condition shall have notified the Transferors, the Servicer and the Trustee in writing that been 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) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment (the "CollateralReceivables"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Collateral constitutes Receivables constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement or an AssignmentAgreement, such Transferor owned and had good and marketable title to such Receivable Receivables free and clear of any lienLien, claim or encumbrance of any Person. (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the 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 Receivables granted to the Trustee pursuant to the Agreement or such AssignmentAgreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralReceivables. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of the Collateral cover such Receivables other than any financing statement relating to the transfer and security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [The signature page follows this page.]42