Common use of Certain Commercial Law Representations and Warranties Clause in Contracts

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and shall not be waived by any of the parties to this Indenture unless the Note Rating Agency Condition is satisfied. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 days of the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and shall not be waived by any of the parties to this Indenture unless the Note Rating Agency Condition is satisfied. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC.” (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 days of the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral, as applicable. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureIndenture Supplement. Such representations and warranties speak of the date that a security interest in the Collateral Receivables is granted to the Indenture Trustee and but shall not be waived by any of the parties to this Indenture Supplement unless the Note each Rating Agency Condition shall have notified the Transferor, the Administrator, the Owner Trustee and the Indenture 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 satisfieda Rating Agency. (a) This Indenture The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related CollateralReceivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing The Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this Indenturethe Agreement or an Assignment, the Issuer owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 ten (10) days of the initial execution of this Indenturethe 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 Receivables granted to the Indenture Trustee pursuant to this Indenturethe Agreement or such Assignment. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenturethe Agreement or an Assignment, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture the Agreement or an Assignment or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and but shall not be waived by any of the parties to this Indenture unless the each Note Rating Agency Condition is satisfiedshall have notified the Beneficiary, the Owner Trustee and the Indenture Trustee in writing that such waiver will not result in a reduction or withdrawal of its then current rating of the Notes. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and The related Collateral Certificates constitutes an “"account,” " a “"general intangible,” " an “"instrument,” an “uncertificated security” " or a “"certificated security” " within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 ten days of after the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureAgreement. Such representations and warranties speak shall be deemed made as of the date that a security interest in the Collateral is granted Receivables are transferred to the Indenture Trustee and Trust, but shall not be waived by any of the parties to this Indenture Agreement unless the Note Rating Agency Condition is satisfied. (a) This Indenture Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trust in the related CollateralReceivables described in Section 2.01 of this Agreement or in Section 3(a) of any Assignment, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the IssuerTransferor. (b) Each of the existing The Receivables and Collateral Certificates constitutes an constitute “account,accounts” a or “general intangible,” an “instrument,” an “uncertificated security” or a “certificated securityintangibles” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer Transferor has caused or will have caused, within 10 ten (10) days of the initial execution of this IndentureAgreement 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 Receivables granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or such Assignment. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer Transferor has not authorized the filing of and is not aware of any financing statements against the Issuer Transferor that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to this Indenture Agreement, an Assignment or the Indenture, as applicable, or that has been terminated. The Issuer Transferor is not aware of any judgment or tax lien filings against the IssuerTransferor.

Certain Commercial Law Representations and Warranties. The Issuer Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureAgreement. Such representations and warranties speak of the date that a security interest in the Collateral is granted Receivables are transferred to the Indenture Trustee and Trust, but shall not be waived by any of the parties to this Indenture Agreement unless the Note each Rating Agency Condition shall have notified the Transferor, the Servicer and the Owner 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 satisfieda Rating Agency. (a) This Indenture The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trust in the related CollateralReceivables described in Section 2.1 of the Agreement, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the IssuerTransferor. (b) Each of the existing The Receivables and Collateral Certificates constitutes an constitute “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated securityaccounts” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this Indenturethe Agreement, the Issuer Transferor owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer Transferor has caused or will have caused, within 10 ten (10) days of the initial execution of this Indenturethe Agreement and each transfer of Additional Receivables, 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 Indenture Trustee Trust pursuant to this Indenturethe Agreement. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee Trust pursuant to this Indenturethe Agreement, the Issuer Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer Transferor has not authorized the filing of and is not aware of any financing statements against the Issuer Transferor that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to this Indenture the Agreement or the Indenture, as applicable, or that has been terminated. The Issuer Transferor is not aware of any judgment or tax lien filings against the IssuerTransferor.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureIndenture Supplement. Such representations and warranties speak of the date that a security interest in the Collateral Receivables is granted to the Indenture Trustee and but shall not be waived by any of the parties to this Indenture Supplement unless the Note each Rating Agency Condition shall have notified the Transferor, the Administrator, the Owner Trustee and the Indenture 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 satisfieda Rating Agency. (a) This Indenture The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related CollateralReceivables described in Section 2.01 of the Agreement or in Section 3(a) of any Assignment, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing The Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this Indenturethe Agreement or an Assignment, the Issuer owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 ten (10) days of the initial execution of this Indenturethe 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 Receivables granted to the Indenture Trustee pursuant to this Indenturethe Agreement or such Assignment. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenturethe Agreement or an Assignment, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture the Agreement or an Assignment or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.. [END OF ARTICLE VIII]

Certain Commercial Law Representations and Warranties. The Issuer Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureAgreement. Such representations and warranties speak of the date that a security interest in the Collateral is granted Receivables are transferred to the Indenture Trustee and Trust, but shall not be waived by any of the parties to this Indenture Agreement unless the Note each Rating Agency Condition shall have notified the Transferor, the Servicer and the Owner 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 satisfieda Rating Agency. (a) This Indenture The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trust in the related CollateralReceivables described in Section 2.1 of the Agreement, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the IssuerTransferor. (b) Each of the existing The Receivables and Collateral Certificates constitutes an “account,” a constitute “general intangible,” an “instrument,” an “uncertificated security” or a “certificated securityintangibles” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this Indenturethe Agreement, the Issuer Transferor owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer Transferor has caused or will have caused, within 10 ten (10) days of the initial execution of this Indenturethe Agreement and each transfer of Additional Receivables, 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 Indenture Trustee Trust pursuant to this Indenturethe Agreement. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee Trust pursuant to this Indenturethe Agreement, the Issuer Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer Transferor has not authorized the filing of and is not aware of any financing statements against the Issuer Transferor that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to this Indenture the Agreement or the Indenture, as applicable, or that has been terminated. The Issuer Transferor is not aware of any judgment or tax lien filings against the IssuerTransferor.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warrantieswarranties on which the Indenture Trustee and each of the Noteholders shall be entitled to rely in connection with the transactions EAST\146409251.8147895167.4 contemplated by this Indenture. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and shall not be waived by any of the parties to this Indenture unless the Note Rating Agency Condition is satisfiedIndenture. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, in the related Collateral, which security interest is perfected and prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a “general payment intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC.” (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any PersonPerson (other than the security interest granted to the Indenture Trustee pursuant to this Indenture). (d) The Issuer has caused or will have causedcaused no later than October 23, within 10 days of the initial execution of this Indenture2017, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral[Reserved]. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer No effective financing statement has not authorized the filing of and is not aware of any financing statements been filed against the Issuer that include includes a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware As of any the Closing Date, no judgment or has been entered, and no tax lien filings Liens have been filed, against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral (as defined below) is granted to the Indenture Trustee and but shall not be waived by any of the parties to this Indenture unless the Note Rating Agency Condition is satisfiedsatisfied with respect to such waiver. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Receivables described in the Granting Clause of this Indenture (the “Collateral”), which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and The Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such the Collateral free and clear of any lien, claim or encumbrance of any PersonPerson other than the Indenture Trustee. (d) The Issuer has caused or will have caused, within 10 ten (10) days of the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureAgreement. Such representations and warranties speak of the date that a security interest in the Collateral is granted Receivables are transferred to the Indenture Trustee and Trust, but shall not be waived by any of the parties to this Indenture Agreement unless the Note each Rating Agency Condition shall have notified the Transferor, the Servicer and the Owner 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 satisfieda Rating Agency. (a) This Indenture Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trust in the related CollateralReceivables described in Section 2.01 of this Agreement or in Section 3(a) of any Assignment, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing The Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer Transferor has caused or will have caused, within 10 ten (10) days of the initial execution of this IndentureAgreement 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 Receivables granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or such Assignment. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer Transferor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to this Indenture Agreement, an Assignment or the Indenture, as applicable, or that has been terminated. The Issuer Transferor is not aware of any judgment or tax lien filings against the Issuer.. [END OF ARTICLE IX]

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and shall not be waived by any of the parties to this Indenture unless the Note Rating Agency Condition is satisfied. (a) This Indenture creates constitutes the grant of a valid and continuing security interest (as defined in by the applicable UCC) in favor of Issuer to the Indenture Trustee in the related CollateralCollateral which, in the case of the existing Collateral and the proceeds thereof, is enforceable upon execution and delivery of this Indenture or, with respect to after-acquired property, as of the date such property is acquired, and which will be enforceable with respect to the Collateral hereafter and thereafter created and the proceeds thereof upon such creation. Upon the filing of the assignments, financing statements and continuation statements (and other documents where applicable) and, in the case of after-acquired Collateral and the proceeds thereof, upon its creation, the Indenture Trustee shall have a security interest is prior to all other Liens, in such property and is enforceable as such against creditors of and purchasers from the Issuerproceeds. (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (dc) The Issuer has caused or will have caused, within 10 ten days of the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (fd) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Commercial Law Representations and Warranties. The Issuer Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this IndentureAgreement. Such representations and warranties speak of the date that a security interest in the Collateral is granted Receivables are transferred to the Indenture Trustee and Trust, but shall not be waived by any of the parties to this Indenture Agreement unless the Note each Rating Agency Condition shall have notified the Transferor, the Servicer and the Owner 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 satisfieda Rating Agency. (a) This Indenture Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee Trust in the related CollateralReceivables described in Section 2.01 of this Agreement or in Section 3(a) of any Assignment, which security interest is prior to all other Liensliens, and is enforceable as such against creditors of and purchasers from the IssuerTransferor. (b) Each of the existing The Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral Receivables pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor owned and had good and marketable title to such Collateral the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer Transferor has caused or will have caused, within 10 ten (10) days of the initial execution of this IndentureAgreement 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 Receivables granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or such Assignment. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee Trust pursuant to this IndentureAgreement or an Assignment, the Issuer Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, conveyed the related CollateralReceivables. The Issuer Transferor has not authorized the filing of and is not aware of any financing statements against the Issuer Transferor that include a description of the related Collateral Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to this Indenture Agreement, an Assignment or the Indenture, as applicable, or that has been terminated. The Issuer Transferor is not aware of any judgment or tax lien filings against the IssuerTransferor.

Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee and but shall not be waived by any of the parties to this Indenture unless the each Note Rating Agency Condition is satisfiedshall have notified the Beneficiary, the Administrator, the Owner Trustee and the Indenture Trustee in writing that such waiver will not result in a reduction or withdrawal of its then current rating of the Notes. (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a “general intangible,” an “instrument,” an “uncertificated security” or a “certificated security” within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within 10 days of the initial execution of this Indenture, 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 Indenture Trustee pursuant to this Indenture. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.