Common use of Additional Representations, Warranties and Covenants Relating to UCC Article 9 Clause in Contracts

Additional Representations, Warranties and Covenants Relating to UCC Article 9. With respect to the Receivables transferred to the Trust pursuant to Section 2.01 of the Agreement (the “Transferred Receivables”), each Seller represents, warrants and covenants as follows: (a) This Agreement and each applicable Assignment constitute a valid sale, transfer and assignment to the Trust of all right, title and interest of the Sellers in the Receivables now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the “proceeds” thereof (as defined in the applicable UCC), or, if this Agreement and the Assignments do not constitute a sale of such property, they constitute a valid and continuing security interest (as defined in the applicable UCC) in the Receivables 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 Sellers. (b) The Receivables constitute “accounts” within the meaning of the applicable UCC. (c) At the time of transfer by the Sellers to the Trust, the applicable Seller owned and had good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (d) Each Seller has caused or will have caused, within ten days, 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 Receivables granted to the Trustee under this Agreement and any applicable Assignment. (e) Other than the security interest granted to the Trustee pursuant to this Agreement and any Assignment, no Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables (except for Liens terminated or released at or before the time of the transfer of such Receivables to the Trust). No Seller has authorized the filing of or is aware of any financing statements against such Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted to the Trustee pursuant to this Agreement or any Assignment, or (ii) that has been terminated or released. No Seller is aware of any judgment or tax lien filings against it.

Additional Representations, Warranties and Covenants Relating to UCC Article 9. With respect to the Receivables transferred to the Trust pursuant to Section 2.01 of the Agreement (the “Transferred Receivables”), each Seller represents, warrants and covenants as follows: (a) This Agreement and each applicable Assignment constitute a valid sale, transfer and assignment to the Trust of all right, title and interest of the Sellers in the Receivables now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the “proceeds” thereof (as defined in the applicable UCC), or, if this Agreement and the Assignments do not constitute a sale of such property, they constitute a valid and continuing security interest (as defined in the applicable UCC) in the Receivables 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 Sellers. (b) The Receivables constitute “accounts” within the meaning of the applicable UCC. (c) At the time of transfer by the Sellers to the Trust, the applicable Seller owned and had good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (d) Each Seller has caused or will have caused, within ten days, 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 Receivables granted to the Trustee under this Agreement and any applicable Assignment. (e) Other than the security interest granted to the Trustee pursuant to this Agreement and any Assignment, no neither Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables (except for Liens terminated or released at or before the time of the transfer of such Receivables to the Trust). No Neither Seller has authorized the filing of or is aware of any financing statements against such Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted to the Trustee pursuant to this Agreement or any Assignment, or (ii) that has been terminated or released. No Neither Seller is aware of any judgment or tax lien filings against it.

Additional Representations, Warranties and Covenants Relating to UCC Article 9. With respect to the Receivables transferred to the Trust pursuant to Section 2.01 of the Agreement (the “"Transferred Receivables”"), each Seller represents, warrants and covenants as follows: (a) This Agreement and each applicable Assignment constitute a valid sale, transfer and assignment to the Trust of all right, title and interest of the Sellers in the Receivables now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the “"proceeds” " thereof (as defined in the applicable UCC), or, if this Agreement and the Assignments do not constitute a sale of such property, they constitute a valid and continuing security interest (as defined in the applicable UCC) in the Receivables 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 Sellers. (b) The Receivables constitute “"accounts” " within the meaning of the applicable UCC. (c) At the time of transfer by the Sellers to the Trust, the applicable Seller owned and had good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (d) Each Seller has caused or will have caused, within ten days, 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 Receivables granted to the Trustee under this Agreement and any applicable Assignment. (e) Other than the security interest granted to the Trustee pursuant to this Agreement and any Assignment, no neither Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables (except for Liens terminated or released at or before the time of the transfer of such Receivables to the Trust). No Neither Seller has authorized the filing of or is aware of any financing statements against such Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted to the Trustee pursuant to this Agreement or any Assignment, or (ii) that has been terminated or released. No Neither Seller is aware of any judgment or tax lien filings against it.