Common use of Eligibility of Receivables Clause in Contracts

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. (i) As of the Closing initial Funding Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. The Seller hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Seller. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.06, is an accurate and complete listing in all material respects of all the Accounts as of the Cut Off Date, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut Off Date or such applicable Addition Date. As of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $1,699,985,109, of which $1,681,078,559 were Principal Receivables.

Eligibility of Receivables. The Seller hereby represents and warrants -------------------------- to the Trust and the Trustee as of the Initial Closing Date and as of each Addition Date and Automatic Addition Date that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date, the Automatic Addition Date or the end of the related Monthly Period immediately preceding the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person other than the Trustee and the Certificateholders (other than Permitted LiensLiens permitted under subsection 2.5(b)) and ----------------- in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Seller. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Trust and the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true ----------------- and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement and, ---------- as of the last day of each Monthly Period during which Automatic Additional Accounts were added to the Trust or as of the applicable Addition Date with respect to Additional Accounts, as the case may be, added pursuant to Section 2.6, the related computer file or microfiche list referred to in ----------- Section 2.6, is an accurate and complete listing in all material respects ----------- of all the Accounts as of the Cut-Off Date, the end of the applicable Monthly Period or the end of the Monthly Period immediately preceding the applicable Addition Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date, the end of the applicable Monthly Period or such applicable Addition Date; as of the Cut-Off Date, the aggregate amount of Receivables in all the Accounts was $604,049,628.21.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trustee as of the Initial Closing Date, the Third Restatement Date, the Second Restatement Date, the Effective Date, each Closing Date and, with respect to Additional Accounts, the related Addition Date, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trustee free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor or the Credit Card Originator. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Credit Card Originator or the Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trustee have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trustee in compliance, in all material respects, with all Requirements of Law applicable to the Transferor or the Credit Card Originator, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor or the Credit Card Originator in connection with the conveyance of such Receivable to the Trustee have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) and subsection 2.06(c)(iv) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Effective Date, Schedule 1 to this Agreement, and as of the applicable Addition Date and Removal Date with respect to Additional Accounts and Removed Accounts, as the case may be, the related computer file or microfiche list referred to in Section 2.06 or Section 2.07, as applicable, is an accurate and complete listing in all material respects of all the Accounts as of the end of the most recent Monthly Period, or with respect to Additional Accounts or Removed Accounts, as of the applicable Addition Date or Removal Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the end of the most recent Monthly Period or such applicable Addition Date or Removal Date, as the case may be. As of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $339,210,850.97, of which $336,764,680.66 were Principal Receivables. (vi) The Transferor is the legal and beneficial owner of all right, title and interest in and to each Receivable and the Transferor has full right, power and authority to transfer such Receivables to the Trust.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts designated pursuant to Sections 2.6(a) and (b), the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, as of the applicable Addition Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date or such applicable Addition Date. As of September 28, 1995, the aggregate amount of Receivables in all the Accounts was $5,118,124,136.02 of which $5,016,343,299.38 were Principal Receivables.

Eligibility of Receivables. (i) As of The Seller hereby represents and warrants to the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein Issuer with respect to the identity of such Receivables (including Originator Receivables transferred directly to the Trust and Underlying Receivables transferred indirectly to the amounts owing thereunder is true and correct in all material respects Trust) as of the related Cutoff DateInitial Closing Date and as of each Reaffirmation Date (or other specified date set forth below), as the case may be, that: (Bi) each such Each Receivable is an Eligible Receivable, as of the Initial Cut-Off Date or the Addition Date, as applicable. (Cii) Subject to the AIR Trust Provisions, each such Receivable is has been conveyed to the Trust free and clear of any Lien of any Person (other than Permitted Liensthose of the Issuer and its assignees and other than Liens permitted under subsection 2.05(b) herein) and in compliance, in all material respects, compliance with all Applicable Laws applicable Requirements of Law. (iii) With respect to Receivables relating to Loans and Deferred Payment Obligations that have not been funded at the time of their origination, after giving effect to the sale of such Receivables to the Trust the aggregate unpaid principal balance of Receivables relating to Loans and Deferred Payment Obligations that are not funded do not exceed 10% of the aggregate principal balance of all Receivables on the date of such sale. (Div) with With respect to Receivables relating to Deferred Payment Obligations, after giving effect to the sale of such Receivables to the Trust the aggregate unpaid principal balance of Receivables relating to Deferred Payment Obligations do not exceed 10% of the aggregate principal balance of all Receivables on the date of such sale (unless the Rating Agencies confirm that a larger percentage will not result in the reduction, qualification or withdrawal of the rating of any outstanding Series of Notes). (v) With respect to each such ReceivableReceivable conveyed to the Issuer directly or indirectly, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by it, or AIR, AIC, AICCO, IP Finance I, IP Finance II, IP Funding, any Third Party Originator, the Borrower Issuer, the Owner Trustee or the Indenture Trustee in connection with origination and the origination, purchase servicing of the related Premium Finance Obligation and pledge the conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given Issuer and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Indenture Trustee have been duly obtained, effected or given and are in full force and effect. (vi) As of the Initial Closing Date, Schedule I to this Agreement, and as of the Closing Date for a Series, and as of the end of each Monthly Period during which one or more Addition Dates shall have occurred, the related computer file or microfiche list referred to in subsection 2.01(c) is an accurate and complete listing in all material respects of all Originator Receivables as of the applicable Cut-Off Date, or with respect to Additional Receivables (and any subsequently delivered list), as of the end of such Monthly Period, and the information contained therein with respect to the identity of such Originator Receivables is true and correct in all material respects as of the end of such Monthly Period. (vii) With respect to each Receivable, (x) no selection procedures believed by it to be materially adverse to the interests of the Noteholders were utilized in selecting the Receivables being conveyed (directly or indirectly) by it, (y) as of the date of transfer to the Issuer, the Seller is not insolvent and (z) as of the date of transfer to the Issuer, neither the Seller nor its Affiliates has received notice from any Rating Agency that an existing rating of any Notes will be reduced or withdrawn as a result of the conveyance (directly or indirectly) of the related Receivables. (viii) Subject to the AIR Trust Provisions, with respect to each Receivable, this Agreement and the Assignment (and the related assignment in the Pooling and Servicing Agreement) constituted and will constitute a valid perfected transfer, assignment and conveyance to the Issuer as of the date of transfer to the Issuer, of all right, title and interest in and to such Receivable, and such Receivable is held by the Trust and subject to a perfected security interest in favor of the Indenture Trustee, in each case free and clear of any Lien of any Person (other than those of the Issuer and its assignees), except for (x) Liens permitted under subsection 2.05(b), (y) the Seller's interest in the beneficial interest in the Issuer and (z) the Seller's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or a related Series Supplement. (ix) Each such Receivable that has not been funded prior to its transfer to the Trust will be funded within 30 days of its transfer to the Trust. (x) Each Receivable shall have created or shall create a valid, subsisting and enforceable beneficial ownership interest in the related Premium Finance Obligation in favor of the related Originator, which (a) in the case of Originator Receivables, has been and will be assigned pursuant to the Purchase Agreement by the Originator to the Seller and (b) in the case of Underlying Receivables, has been and will be assigned indirectly pursuant to the Transferor Certificate Purchase Agreement by AIR to the Seller, and which in turn shall be assigned by the Seller to the Issuer hereunder. Each Premium Finance Obligation consisting of (i) a Loan is secured by a first priority security interest in the right to receive Unearned Premiums payable by the related insurer and (ii) a Deferred Payment Obligation creates a first priority ownership or security interest in the right to receive the premium payments purported to be conveyed thereunder. (xi) Each Receivable is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor (in the case of a Loan) or insurer (in the case of a Deferred Payment Obligation), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.

Eligibility of Receivables. The Transferor hereby represents and -------------------------- warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts designated pursuant to Sections 2.6(a) and (b), the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, as of the applicable Addition Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date or such applicable Addition Date. As of September 28, 1995, the aggregate amount of Receivables in all the Accounts was $5,118,124,136.02 of which $5,016,343,299.38 were Principal Receivables.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts designated pursuant to Sections 2.6(a) and (b), the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, as of the applicable Addition Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date or such applicable Addition Date.

Eligibility of Receivables. Each Transferor hereby severally represents and warrants to the Trustee, on behalf of the Trust as of the Cut-Off Date applicable to the Receivables conveyed by such Transferor to the Trust and on each Additional Account Cut-Off Date applicable to Receivables to be conveyed by it to the Trust that (i) As of the Closing Dateeach such Receivable then existing is an Eligible Receivable, (Aii) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of Accounts and Receivables provided to the Trustee by such Receivables and the amounts owing thereunder is Transferor was true and correct in all material respects as of the Selection Date or the related Cutoff Additional Account Selection Date, (Biii) each such Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under such Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to such Transferor, (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower such Transferor, in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and , (iiv) As as of each Funding Date other than the Funding Date on which the Initial Loan Closing Date, and, as of the applicable Additional Account Cut-Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is made, the Borrower shall and will be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing of all the Accounts in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of such Cut-Off Date or applicable Additional Account Cut-Off Date, as the date of the Subsequent Loan case may be, and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is and will be true and correct in all material respects as of such applicable Cut-Off Date or Additional Account Cut-Off Date and (vi) no selection procedure believed by such Transferor to be adverse to the related Cutoff Dateinterests of the Investor Certificateholders have been used in selecting the initial Accounts. On each day on which any new Receivable is created, such Transferor shall be deemed to represent and warrant to the Trust that (BA) each Subsequent Receivable referenced created on the related Funding Request such day is an Eligible Receivable, (CB) each Receivable created on such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is day has been conveyed to the Trust in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to such Transferor, (DC) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower such Transferor, in connection with the origination, purchase and pledge conveyance of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date, the Amendment Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date, the Addition Date or the Amendment Closing Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Amendment Closing Date, Schedule l to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.06, is an accurate and complete listing in all material respects of all the Accounts as of [February 28], 2002, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of [February 28], 2002 or such applicable Addition Date, as the case may be.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) As as of the Closing SMT Termination Date, (A) Schedule C 1 to this Agreement and the information contained in the Funding Request computer file or ---------- microfiche list delivered pursuant to Section 2.01 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan SMT Termination Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff SMT Termination Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to such RPA Seller and (Div) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by such RPA Seller to Buyer hereunder, such RPA Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected effected, or given by the Borrower such RPA Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Sections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are --------------- --- true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. The Borrower represents and warrants, as of the Closing Date, as of each Payment Date and as of each Funding Date, as follows: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is (i) with respect to the Material Receivable Fields, an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the such information contained therein with respect to the identity of such Receivables is true and correct as of the amounts owing thereunder related Cutoff Date, and (ii) with respect to information other than the Material Receivable Fields, such information is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, Receivable and (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Collateral Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is (i) with respect to the Material Receivable Fields, an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the such information contained therein is true and correct as of the related Cutoff Date and (ii) with respect to information other than the identity of Material Receivable Fields, such Receivables and the amounts owing thereunder information is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, Receivable and (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of the Addition Date with respect to an Additional Account, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut Off Date, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables exist- ing thereunder is true and correct in all material respects as of the Cut Off Date or such applicable Addition Date. As of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $555,691,966.42, of which $544,578,127.09 constituted Trust Principal Component.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date, the Effective Date, each Closing Date and, with respect to Additional Accounts, the related Addition Date that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 Each Account designated as an Account is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral Eligible Account as of the date of the Initial Loan and the information contained therein with respect to the identity of such designation, all then existing Receivables and the amounts owing thereunder is true and correct in all material respects each such Account are Eligible Receivables as of the related Cutoff Datedate of such designation and, (B) each as of the date of creation of any new Receivable in an Account, such Receivable is will be an Eligible Receivable, . (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor and/or FNBO. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, orders, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor or FNBO in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor or FNBO, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor or FNBO in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsections 2.04(a) and 2.04(b)(ii) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Effective Date, and as of each Addition Date with respect to Additional Accounts, and as of each Removal Date with respect to Removed Accounts, Schedule 1 to this Agreement, as supplemented by the related computer files or microfiche lists delivered pursuant to Section 2.06 or Section 2.07 in connection with each Addition Date or Removal Date, is an accurate and complete listing in all material respects of all the Accounts as of each such date (or, with respect to the Schedule delivered on the Effective Date, as of the most recent month end) and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of each such specified date. (vi) The Transferor is the legal and beneficial owner of all right, title and interest in each Receivable and Transferor has the full right, power and authority to transfer such Receivables to the Trust.

Eligibility of Receivables. Such Seller hereby represents and warrants -------------------------- to Buyer as of the SMT Termination Date that (i) As as of the Closing SMT Termination Date, (A) Schedule C 1 to this Agreement and the information contained in the Funding Request computer file or microfiche list delivered ---------- pursuant to Section 2.01 2.1(b) is an accurate and complete listing in all material -------------- respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan SMT Termination Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff SMT Termination Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to such Seller and (Div) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval required to be obtained, effected or given by such Seller in connection with the transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by such Seller to Buyer hereunder, such Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to such Seller, (iii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected effected, or given by the Borrower such Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Sections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and ---------------- --- correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of the Addition Date with respect to an Additional Account, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut Off Date, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut Off Date or such applicable Addition Date. As of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $_____________, of which $_____________ constituted Trust Principal Component.

Eligibility of Receivables. Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Initial Closing Date, (A) Schedule C Transferor represents and the information contained in the Funding Request delivered pursuant to Section 2.01 is warrants that each Receivable was an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral Eligible Receivable as of the date end of the Initial Loan Cut-Off Date. As of any Addition Date, Transferor represents and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects warrants that each Receivable was an Eligible Receivable as of the related Cutoff end of the Addition Cut-Off Date, . (Bii) each such Each Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) As of the Initial Closing Date or the applicable Addition Date, the related Account Schedule is an accurate and complete listing in all material respects of (A) on the Closing Date, all of the Accounts as of the Cut-Off Date and (B) on an Addition Date, the related Additional Accounts. In either case, the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is accurate in all material respects as of the Cut-Off Date or the applicable Addition Date. As of the Cut-Off Date, the Aggregate Receivables equaled $814,353,580, of which $802,881,646 consisted of the 28 Aggregate Principal Receivables and $11,471,934 consisted of the Aggregate Finance Charge Receivables. On each day on which any new Receivable is created, Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day.

Eligibility of Receivables. Seller hereby represents and warrants to Buyer as of the Initial Closing Date that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable then existing is an Eligible Receivable, (Cii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) claiming through or under Seller and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to Seller and (Diii) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals approvals, or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by Seller to Buyer hereunder, Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person claiming through or under Seller and in compliance, in all material respects, with all Requirements of Law applicable to Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by Seller in connection with the related Collateral conveyance of such Receivable to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Subsections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. The Seller hereby represents and warrants to RFC, as of the Cut Off Date and on each Additional Account Cut Off Date that (i) As of the Closing Dateeach Receivable then existing is an Eligible Receivable, (Aii) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Accounts and Receivables and provided to RFC by the amounts owing thereunder is Seller was true and correct in all material respects as of the Selection Date or the related Cutoff Additional Account Selection Date, (Biii) each such Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to RFC free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates (other than Permitted LiensLiens permitted under Section 12(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Seller, (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller, in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent RFC have been duly obtained, effected or given and are in full force and effect; and , (iiv) As as of each Funding Date other than the Funding Date on which the Initial Loan Closing Date, and, as of the applicable Additional Account Cut Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is made, the Borrower shall and will be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing of all the Accounts in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of Cut Off Date or the Subsequent Loan applicable Additional Account Cut Off Date, as the case may be, and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is and will be true and correct in all material respects as of such applicable Cut Off Date or Additional Account Cut Off Date and (vi) no selection procedures believed by the related Cutoff DateSeller to be adverse to the interests of RFC or the Investor Certificateholders have been used in selecting the Initial Accounts. On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to RFC that (BA) each Subsequent Receivable referenced created on the related Funding Request such day is an Eligible Receivable, (CB) each Receivable created on such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is day has been conveyed to RFC in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to the Seller, (DC) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected or given by the Borrower Seller, in connection with the origination, purchase and pledge conveyance of such Subsequent Receivable and the related Collateral to RFC have been duly obtained, effected or given and are in full force and effecteffect and (D) the representations and warranties set forth in Section 9(a) are true and correct with respect to each Receivable created on such day as if made on such day.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts LEGAL02/42658427v2 owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. Seller hereby represents and warrants -------------------------- to the Trust as of the Initial Closing Date that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable then existing is an Eligible Receivable, (Cii) each such Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), the Seller Interest ----------------- and Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts, the Excess Funding Account and any other Investor Accounts as provided in this Agreement and any Supplement) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to Seller and (Diii) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Date other than the Funding Date day on which any new Receivable is transferred by Seller to the Initial Loan is madeTrust, the Borrower Seller shall be deemed to represent and warrant to the Trust that (Ai) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being each Receivable transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request day is an Eligible Receivable, (Cii) each Receivable transferred on such Subsequent Receivable is day has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), the Seller Interest and Seller's right to receive ----------------- interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and the other Investor Accounts, as provided in this Agreement and any Supplement) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (iv) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each ----------------- Receivable transferred on such day as if made on such day.

Eligibility of Receivables. (i) As of the Closing Datedate of the Initial Loan, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and. (ii) As of On each Funding Date other than the Funding Date on which date of the Initial Loan is madeLoan, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and Laws, (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effecteffect and (E) the representations and warranties set forth in Section 5.02 are true and correct with respect to each Subsequent Receivable pledged on such day as if made on such day.

Eligibility of Receivables. Such Seller hereby represents and -------------------------- warrants to Buyer as of the Closing Date that (i) As as of the Closing Cut Off Date, (A) Schedule C 1 to this Agreement and the information contained in the Funding Request computer file or microfiche list delivered pursuant to Section 2.01 subsection 2.1(b) is an accurate and complete listing in all material respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan Cut-Off Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff Cut-Off Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to such Seller and (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals approvals, or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower such Seller in connection with the origination, purchase and pledge transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by such Seller to Buyer hereunder, such Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to such Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such Seller in connection with the related Collateral conveyance of such Receivable to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in subsections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information LEGAL02/42338653v2 contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Initial Closing Date, (A) Schedule C Transferor represents and the information contained in the Funding Request delivered pursuant to Section 2.01 is warrants that each Receivable was an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral Eligible Receivable as of the date end of the Initial Loan Cut-Off Date. As of any Addition Date, Transferor represents and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects warrants that each Receivable was an Eligible Receivable as of the related Cutoff end of the Addition Cut-Off Date, . (Bii) each such Each Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) As of the Initial Closing Date or the applicable Addition Date, the related Account Schedule is an accurate and complete listing in all material respects of (A) on the Closing Date, all of the Accounts as of the Cut-Off Date and (B) on an Addition Date, the related Additional Accounts. In either case, the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is accurate in all material respects as of the Cut-Off Date or the applicable Addition Date. As of the Cut-Off Date, the Aggregate Receivables equaled $814,353,580, of which $802,881,646 consisted of the Aggregate Principal Receivables and $11,471,934 consisted of the Aggregate Finance Charge Receivables. On each day on which any new Receivable is created, Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule l to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.06, is an accurate and complete listing in all material respects of all the Accounts as of August 21, 1992, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of August 21, 1992 or such applicable Addition Date, as of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $406,709,099, of which $394,803,925 were Principal Receivables.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and. (ii) As of On each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and Laws, (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.effect and (E) the representations and warranties set forth in Section 5.02 are true and correct with respect to each Subsequent Receivable pledged on such day as if made on such day. 300213599v4

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. (i) As of the Closing initial Funding Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower or Originator in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower or Originator in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. Seller hereby represents and warrants --------------------------- as of each date the representations are made or deemed made in Section 4.1(l) of ------------- the Receivables Purchase Agreement (other than the first sentence thereof) that such representations are true and correct. As of the FCMT Termination Date, Seller agrees that all representations and warranties made by it with respect to any Account or Receivable pursuant to Section 2.4 of the Pooling and Servicing ----------- Agreement shall be deemed for all purposes (including the reassignment obligations under Section 2.4(e)) to have been made pursuant to this Agreement -------------- as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Thereafter, each day on which any new Receivable is transferred by Seller to the Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of each Receivable transferred on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable day is an Eligible Receivable, (Cii) each Receivable transferred on such Receivable is day has been transferred to the Issuer free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under Section 2.5(b), the Seller Interest and Seller's right to ------------- receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account, as provided in the Transaction Documents) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and effect and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that (Awarranties set forth in Section 2.4(a) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is ------------- are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. Seller __________________________ hereby represents and warrants to Buyer as of the appli- cable Addition Date that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable then exist- ing is an Eligible Receivable, (Cii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) claiming through or under Seller and in compliance, in all material respects, with all Applicable Laws Re- quirements of Law applicable to Seller and (Diii) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals approvals, or authorizations of or registrations registra- tions or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by Seller to Buyer hereunder, Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person claiming through or under Seller and in compliance, in all material respects, with all Re- quirements of Law applicable to Seller, (iii) with re- spect to each such Receivable, all consents, licenses, approvals or authorization of or registration of declara- tions with, any Governmental Authority required to be obtained, effected, of given by Seller in connection with the related Collateral conveyance of such Receivable to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Subsections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. The Borrower represents and warrants, as of the Closing Date, as of each Payment Date and as of each Funding Date, as follows: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is (i) with respect to the Material Receivable Fields, an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the such information contained therein with respect to the identity of such Receivables is true and correct as of the amounts owing thereunder related Cutoff Date, and (ii) with respect to information other than the Material Receivable Fields, such information is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, Receivable and (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Collateral Agent have been duly obtained, effected or given and are in full force and effect; and and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is (i) with respect to the Material Receivable Fields, an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the such information contained therein is true and correct as of the related Cutoff Date and (ii) with respect to information other than the identity of Material Receivable Fields, such Receivables and the amounts owing thereunder information is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, Receivable and (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the any Settlement Date report, Funding Report or Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral collateral as of the such date of the Initial Loan and the information contained therein with respect to the identity of such Receivables (including whether such Receivable is an Eligible Receivable (Part AF) or an Eligible Receivable (Part S) and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff relevant Cut-off Date, (B) each Receivable designated as an Eligible Receivable as of the date of such Receivable designation is an Eligible Receivable, each Receivable designated as an Eligible Receivable (Part AF) as of the date of such designation is an Eligible Receivable (Part AF) and each Receivable designated as an Eligible Receivable (Part S) as of the date of such designation is an Eligible Receivable (Part S), (C) each such Receivable and the related Financed Vehicle is free and clear of any Lien lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Applicable Laws and Requirements of Laws, (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority governmental authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral collateral to the Administrative Agent Lender have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than , unless the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects failure of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required same to be obtained, effected or given by would not reasonably be expected to have a Material Adverse Effect and (E) the Borrower representations and warranties set forth in connection Section 5.2 are true and correct with the origination, purchase and pledge of respect to each Receivable pledged on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday as if made on such day.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; andand 95 (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. Each Transferor hereby severally represents and warrants to the Trustee, on behalf of the Trust, as of the Cut-Off Date or Additional Account Cut-Off Date applicable to the Receivables conveyed by such Transferor to the Trustee and on each Additional Account Cut-Off Date applicable to Receivables to be conveyed by it to the Trustee that (i) As of the Closing Dateeach such Receivable then existing is an Eligible Receivable, (Aii) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of Accounts and Receivables provided to the Trustee by such Receivables and the amounts owing thereunder is Transferor was true and correct in all material respects as of the Selection Date or the related Cutoff Additional Account Selection Date, (Biii) each such Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under such Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to such Transferor, (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower such Transferor, in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Trustee have been duly obtained, effected or given and are in full force and effect; and , (iiv) As as of each Funding Date other than the Funding Date on which the Initial Loan Closing Date, and, as of the applicable Additional Account Cut-Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is made, the Borrower shall and will be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing of all the Accounts in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of such Initial Closing Date or applicable Additional Account Cut-Off Date, as the date of the Subsequent Loan case may be, and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is and will be true and correct in all material respects as of such Initial Closing Date or Additional Account Cut-Off Date and (vi) no selection procedure believed by such Transferor to be adverse to the related Cutoff Dateinterests of the Investor Certificateholders have been used in selecting the initial Accounts. On each day on which any new Receivable is created, such Transferor shall be deemed to represent and warrant to the Trust that (BA) each Subsequent Receivable referenced created on the related Funding Request such day is an Eligible Receivable, (CB) each Receivable created on such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is day has been conveyed to the Trust in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to such Transferor, (DC) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower such Transferor, in connection with the origination, purchase and pledge conveyance of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day.

Eligibility of Receivables. As of the initial Cutoff Date, (i) As the List of the Closing Date, (A) Schedule C Receivables and the information contained Asset Report delivered in the Funding Request delivered pursuant to Section 2.01 connection therewith is an accurate and complete listing in all material respects of all the Receivables constituting a portion in and to become part of the Collateral Asset Pool as of the date of the Initial Loan Cutoff Date and the information contained therein (including with respect to the identity of such Receivables Receivables, Obligors thereon, and the amounts owing thereunder thereunder) is true and correct in all material respects as of the related Cutoff Date, and (Bii) each such Receivable is an Eligible Receivable, , (Ciii) each such Receivable is and the related Assets has been transferred to the Purchaser free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Seller, and (Div) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral Assets to the Administrative Agent Purchaser have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Incremental Purchase Date other than the Funding Date on which the Initial Loan is madeor Subsequent Transfer Date, the Borrower Seller shall be deemed to represent and warrant that to the Purchaser that (AI) Schedule C the Subsequent List of Receivables and the information contained Asset Report delivered in the related Funding Request connection therewith is an accurate and complete listing in all material respects of all the Receivables (including then in, and as a result of such Incremental Purchaser or Subsequent Transfer to become part of, the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral Asset Pool as of the date of the Subsequent Loan applicable Cutoff Date and the information contained therein (including with respect to the identity of such Receivables Receivables, Obligors thereon, and the amounts owing thereunder thereunder) is true and correct in all material respects as of the related applicable Cutoff Date, , (BII) each Subsequent Receivable referenced transferred on the related Funding Request such day is an Eligible Receivable, , (CIII) each such Subsequent Receivable is and the related Assets has been transferred to the Purchaser free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Seller or the Originator thereof, (DIV) with respect to each such Subsequent ReceivableReceivable and related Assets, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and related Assets to the related Collateral Purchaser have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. As of the SMT Termination Date, Seller -------------------------- agrees that all representations and warranties made by it with respect to any Account or Receivable pursuant to Section 2.4 of the Transfer and Servicing ----------- Agreement shall be deemed for all purposes (including the reassignment obligations under Section 2.4(e)) to have been made pursuant to this Agreement -------------- as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Thereafter, each day on which any new Receivable is transferred by Seller to the Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of each Receivable transferred on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable day is an Eligible Receivable, (Cii) each Receivable transferred on such Receivable is day has been transferred to the Issuer free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under Section 2.5(b), the interest of Seller as holder of the -------------- Seller Certificate and Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account, as provided in the Transaction Documents) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and effect and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that (Awarranties set forth in Section 2.4(a) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred -------------- on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. Seller hereby represents and warrants to -------------------------- the Trust as of the Initial Closing Date that (i) As as of the Closing Cut-Off Date, (A) Schedule C 1 to this Agreement and the information contained in the Funding Request computer file or microfiche list delivered pursuant to Section 2.01 subsection 2.1 is an accurate and complete listing in all material respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan Cut-Off Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff Cut-Off Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), the interest of Seller as holder of the Exchangeable Seller Certificate and Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in this Agreement and any Supplement) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to Seller and (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Date other than the Funding Date day on which any new Receivable is transferred by Seller to the Initial Loan is madeTrust, the Borrower Seller shall be deemed to represent and warrant to the Trust that (Ai) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being each Receivable transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request day is an Eligible Receivable, (Cii) each Receivable transferred on such Subsequent Receivable is day has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), the interest of Seller as holder of the Exchangeable Seller Certificate and Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account, as provided in this Agreement and any Supplement) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (iv) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Seller hereby represents and warrants as of -------------------------- each date the representations are made or deemed made in Section 4.1(l) of the -------------- Receivables Purchase Agreement (other than the first sentence thereof) that such representations are true and correct. As of the FCMT Termination Date, Seller agrees that all representations and warranties made by it with respect to any Account or Receivable pursuant to Section 2.4 of the Pooling and Servicing ----------- Agreement shall be deemed for all purposes (including the reassignment obligations under Section 2.4(e)) to have been made pursuant to this Agreement -------------- as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Thereafter, each day on which any new Receivable is transferred by Seller to the Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of each Receivable transferred on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable day is an Eligible Receivable, (Cii) each Receivable transferred on such Receivable is day has been transferred to the Issuer free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under Section 2.5(b), the Seller Interest and Seller's right to -------------- receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account, as provided in the Transaction Documents) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and effect and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that (Awarranties set forth in Section 2.4(a) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is -------------- are true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. As of the FCMT Termination Date, Seller -------------------------- agrees that all representations and warranties made by it with respect to any Account or Receivable pursuant to Section 2.4 of the Pooling and Servicing ----------- Agreement shall be deemed for all purposes (including the reassignment obligations under Section ------- 2.4(e)) to have been made pursuant to this Agreement as of the day when each was ------ made or deemed made, as if this Agreement had been in effect on that day. Thereafter, each day on which any new Receivable is transferred by Seller to the Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of each Receivable transferred on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable day is an Eligible Receivable, (Cii) each Receivable transferred on such Receivable is day has been transferred to the Issuer free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under Section ------- 2.5(b), the Seller Interest and Seller's right to receive interest accruing on, ------ and investment earnings in respect of, the Collection Account or any Series Account, as provided in the Transaction Documents) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and effect and (iiiv) As of the representations and warranties set forth in Section 2.4(a) are true and correct with respect to -------------- each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being Receivable transferred on such Funding Date) constituting a portion of the Collateral day as of the date of the Subsequent Loan and the information contained therein with respect to the identity of if made on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. Seller hereby represents and warrants -------------------------- as of each date the representations are made or deemed made in Section ------- 4.1(l) of the Receivables Purchase Agreement (other than the first sentence ------ thereof) that such representations are true and correct. Seller hereby represents and warrants to the Trust as of the Initial Closing Date that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable then existing is an Eligible Receivable, (Cii) each such Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection ---------- 2.5(b), the Seller Interest and Seller's right to receive interest accruing ------ on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts, the Excess Funding Account and any other Investor Accounts as provided in this Agreement and any Supplement) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to Seller and (Diii) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Date other than the Funding Date day on which any new Receivable is transferred by Seller to the Initial Loan is madeTrust, the Borrower Seller shall be deemed to represent and warrant to the Trust that (Ai) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being each Receivable transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request day is an Eligible Receivable, (Cii) each Receivable transferred on such Subsequent Receivable is day has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), ----------------- the Seller Interest and Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and the other Investor Accounts, as provided in this Agreement and any Supplement) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller or FCNB in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (iv) the representations and warranties set forth in subsection 2.4(a) are true and ----------------- correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trustee as of the Initial Closing Date, the Second Restatement Date, the Effective Date, each Closing Date and, with respect to Additional Accounts, the related Addition Date, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut Off Date or the Addition Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trustee free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor or the Credit Card Originator. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Credit Card Originator or the Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trustee have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trustee in compliance, in all material respects, with all Requirements of Law applicable to the Transferor or the Credit Card Originator, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor or the Credit Card Originator in connection with the conveyance of such Receivable to the Trustee have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) and subsection 2.06(c)(iv) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Effective Date, Schedule 1 to this Agreement, and as of the applicable Addition Date and Removal Date with respect to Additional Accounts and Removed Accounts, as the case may be, the related computer file or microfiche list referred to in Section 2.06 or Section 2.07, as applicable, is an accurate and complete listing in all material respects of all the Accounts as of the end of the most recent Monthly Period, or with respect to Additional Accounts or Removed Accounts, as of the applicable Addition Date or Removal Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the end of the most recent Monthly Period or such applicable Addition Date or Removal Date, as the case may be. As of the Cut Off Date, the aggregate amount of Receivables in all the Accounts was $339,210,850.97, of which $336,764,680.66 were Principal Receivables. (vi) The Transferor is the legal and beneficial owner of all right, title and interest in and to each Receivable and the Transferor has full right, power and authority to transfer such Receivables to the Trust.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts LEGAL02/41783784v7 owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. Seller hereby represents and warrants -------------------------- as of each date the representations are made or deemed made in Section 4.1(l) of -------------- the Receivables Purchase Agreement (other than the first sentence thereof) that such representations are true and correct. Seller hereby represents and warrants to the Trust as of the Initial Closing Date that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable then existing is an Eligible Receivable, (Cii) each such Receivable is then existing has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b), the Seller Interest and Seller's right ----------------- to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts, the Excess Funding Account and any other Investor Accounts as provided in this Agreement and any Supplement) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to Seller and (Diii) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Date other than the Funding Date day on which any new Receivable is transferred by Seller to the Initial Loan is madeTrust, the Borrower Seller shall be deemed to represent and warrant to the Trust that (Ai) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being each Receivable transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request day is an Eligible Receivable, (Cii) each Receivable transferred on such Subsequent Receivable is day has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection ---------- 2.5(b), the Seller Interest and Seller's right to receive interest accruing on, ------ and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and the other Investor Accounts, as provided in this Agreement and any Supplement) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller or FCNB in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and to the related Collateral Trust have been duly obtained, effected or given and are in full force and effecteffect and (iv) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable ----------------- transferred on such day as if made on such day.

Eligibility of Receivables. RPA Seller hereby represents and -------------------------- warrants as of each date the representations are made or deemed made in Section 2.4(b) of the Pooling and Servicing Agreement and Section 2.4(b) of ------------- ------------- the Transfer and Servicing Agreement (other than the first sentences thereof) that such representations are true and correct. RPA Seller hereby represents and warrants as of the RPA Closing Date that (i) As as of the RPA Closing Date, (A) Schedule C One to this Agreement and the information contained in the Funding Request computer file or ------------ microfiche list delivered pursuant to Section 2.01 2.1(c) is an accurate ------------- and complete listing in all material respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan RPA Closing Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff RPA Closing Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to RPA Seller and (Div) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval required to be obtained, effected or given by RPA Seller in connection with the transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by RPA Seller to Buyer hereunder, RPA Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to RPA Seller, (iii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected effected, or given by the Borrower RPA Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Receivables Trust have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of the representations and warranties set forth in Sections 4.1(j) and (k) are true and correct with --------------- --- respect to each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being Receivable transferred on such Funding Date) constituting a portion of the Collateral day as of the date of the Subsequent Loan and the information contained therein with respect to the identity of if made on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date, the Amendment Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date, the Addition Date or the Amendment Closing Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Amendment Closing Date, Schedule l to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.06, is an accurate and complete listing in all material respects of all the Accounts as of February 28, 2002, or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of February 28, 2002 or such applicable Addition Date, as the case may be.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) As as of the Closing SMT Termination Date, (A) Schedule C 1 to this Agreement and the information contained in the Funding Request computer file or ---------- microfiche list delivered pursuant to Section 2.01 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan SMT Termination Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff SMT Termination Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to such RPA Seller and (Div) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by such RPA Seller to Buyer hereunder, such RPA Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected effected, or given by the Borrower such RPA Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Sections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true and --------------- --- correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information LEGAL02/41783784v7 LEGAL02/42659596v2 contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date, the Effective Date, each Closing Date and, with respect to Additional Accounts, the related Addition Date that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 Each Account designated as an Account is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral Eligible Account as of the date of the Initial Loan and the information contained therein with respect to the identity of such designation, all then existing Receivables and the amounts owing thereunder is true and correct in all material respects each such Account are Eligible Receivables as of the related Cutoff Datedate of such designation and, (B) each as of the date of creation of any new Receivable in an Account, such Receivable is will be an Eligible Receivable, . (Cii) each such Each Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor, FNBO and/or the Credit Card Originator. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, orders, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor, FNBO or the Credit Card Originator in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor or FNBO, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor or FNBO in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsections 2.04(a) and 2.04(b)(ii) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Effective Date, and as of each Addition Date with respect to Additional Accounts, and as of each Removal Date with respect to Removed Accounts, Schedule 1 to this Agreement, as supplemented by the related computer files or microfiche lists delivered pursuant to Section 2.06 or Section 2.07 in connection with each Addition Date or Removal Date, is an accurate and complete listing in all material respects of all the Accounts as of each such date (or, with respect to the Schedule delivered on the Effective Date, as of the most recent month end) and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of each such specified date. (vi) The Transferor is the legal and beneficial owner of all right, title and interest in each Receivable and Transferor has the full right, power and authority to transfer such Receivables to the Trust.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust that: (i) As of the Closing Date, (A) Schedule C Cut-Off Date with respect to each Receivable in Accounts selected on such date and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein applicable Addition Cut-Off Date with respect to the identity of such Receivables and the amounts owing thereunder is true and correct each Receivable in all material respects as of the related Cutoff DateAdditional Accounts, (B) each such Receivable is an Eligible Receivable. (ii) As of the Cut-Off Date with respect to each Receivable in Accounts selected on such date and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, (C) each such Receivable is has been transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) As of the Cut-Off Date with respect to each Receivable in Accounts selected on such Receivabledate and as of the applicable Addition Cut-Off Date with respect to each Receivable in Additional Accounts, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Closing Date, Schedule 1 to this Agreement, and as of the applicable Addition Cut-Off Date with respect to Additional Accounts designated pursuant to subsections 2.6(a) and (b), the related list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Trustee) referred to in Section 2.6, is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, if applicable, as of the applicable Addition Cut-Off Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date or, if applicable, such applicable Addition Cut-Off Date.

Eligibility of Receivables. The Transferor hereby represents and warrants to the Trust as of the Initial Closing Date, the Amendment Closing Date and as of each Addition Date, as the case may be, that: (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Each Receivable is an Eligible ReceivableReceivable as of the Cut-Off Date, the Addition Date or the Amendment Closing Date, as applicable. (Cii) each such Each Receivable is then existing has been conveyed to the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted LiensLiens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor. (Diii) with With respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral Trust have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Transferor shall be deemed to represent and warrant to the Trustee that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.04(a) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Amendment Closing Date, Schedule l to this Agreement, and as of the applicable Addition Date with respect to Additional Accounts, the related computer file or microfiche list referred to in Section 2.06, is an accurate and complete listing in all material respects of all the Accounts as of February 28, 2002 or with respect to Additional Accounts, as of the applicable Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of February 28, 2002 or such applicable Addition Date, as the case may be.

Eligibility of Receivables. As of the initial Cutoff Date: (i) As the List of the Closing Date, (A) Schedule C Receivables and the information contained Asset Report delivered in the Funding Request delivered pursuant to Section 2.01 connection therewith is an accurate and complete listing in all material respects of all the Receivables constituting a portion in and to become part of the Collateral Asset Pool as of the date of the Initial Loan Cutoff Date and the information contained therein (including with respect to the identity of such Receivables Receivables, Obligors thereon, and the amounts owing thereunder thereunder) is true and correct in all material respects as of the related Cutoff Date, , (Bii) each such Receivable is an Eligible Receivable, , (Ciii) each such Receivable is Trust Asset has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Trust Depositor, and (Div) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Trust Depositor in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral Trust Assets to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and (ii) As of . On each Funding Incremental Purchase Date other than or Subsequent Transfer Date, solely with respect to the Funding Date Receivables being sold on which the Initial Loan is madesuch date, the Borrower Trust Depositor shall be deemed to represent and warrant that to the Trust that: (AI) Schedule C the Subsequent List of Receivables and the information contained Asset Report delivered in the related Funding Request connection therewith is an accurate and complete listing in all material respects of all the Receivables (including then in, and as a result of such Incremental Purchase or Subsequent Transfer to become part of, the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral Asset Pool as of the date of the Subsequent Loan applicable Cutoff Date and the information contained therein (including with respect to the identity of such Receivables Receivables, Obligors thereon, and the amounts owing thereunder thereunder) is true and correct in all material respects as of the related applicable Cutoff Date, , (BII) each Subsequent Receivable referenced transferred on the related Funding Request such day is an Eligible Receivable, , (CIII) each such Subsequent Receivable is Trust Asset has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance compliance, in all material respects respects, with all Applicable Laws and Requirements of Law applicable to Trust Depositor or the Sellers, and (DIV) with respect to each such Subsequent ReceivableTrust Asset, all material consents, licenses, approvals, authorizations, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Trust Depositor in connection with the origination, purchase and pledge transfer of such Subsequent Receivable and Trust Asset to the related Collateral Trust have been duly obtained, effected or given and are in full force and effect.

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) (i) each such Receivable (other than a Portfolio Purchase Receivable) is an Eligible Receivable and (ii) each Receivable designated in such Funding Request as a “Portfolio Purchase Receivable” satisfies the definition thereof, (C) each such Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and. (ii) As of On each Funding Date other than the Funding Date on which the Initial Loan is madeAddition Date, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Addition Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Subsequent Receivable referenced on the related Funding Request delivered pursuant to Section 2.01 is an Eligible Receivable, (C) each such Subsequent Receivable and the related Collateral is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and Laws, (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effecteffect and (E) the representations and warranties set forth in Section 5.02 are true and correct with respect to each Receivable pledged on such day as if made on such day (except to the extent any such representation and warranty expressly refers to an earlier date).

Eligibility of Receivables. The Transfer- or hereby represents and warrants to the Trustee, on behalf of the Trust as of the Cut Off Date with respect to each Initial Account, on the date of its creation with respect to each Automatic Additional Account and on each Addition Cut Off Date with respect to each related Sup- plemental Account that (i) As of the Closing Dateeach Receivable then existing is an Eligible Receivable, (Aii) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Accounts and Receivables and provided to the amounts owing thereunder is Trustee by the Transferor was true and correct in all material respects as of the Selection Date or the related Cutoff Addition Date, (Biii) each such Receivable is an Eligible Receivable, (C) each such Receivable is then existing has been conveyed to the Trust free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to the Transferor, (Div) with respect to each such ReceivableReceivable then existing, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Transferor, in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Trust have been duly obtained, effected or given and are in full force and effect; and , (iiv) As as of each Funding Date other than the Funding Date on which the Initial Loan Closing Date, as of the Automatic Addition Termi- nation Date or any Automatic Addition Suspension Date with respect to the Initial Accounts and any Additional Accounts designated pursuant hereto prior to such date, as of the applicable Addition Date with respect to Sup- plemental Accounts and as of the applicable Removal Date with respect to Removed Accounts, Schedule 1 to this Agreement is made, the Borrower shall and will be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing of all the Accounts in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan each such date, and the information contained therein with respect re- spect to the identity of such Receivables Accounts and the amounts owing Receiv- xxxxx existing thereunder is and will be true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent date and (vi) no selection procedure believed by the Transferor to be adverse to the interests of the Investor Certificate- holders has been used in selecting the Accounts. On each day on which any new Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivablecreated, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect.Transfer-

Eligibility of Receivables. (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable is an Eligible Receivable, (C) each such Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and. (ii) As of On each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable and the related Financed Vehicle is free and clear of any Lien of any Person all Liens (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and Laws, (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effecteffect and (E) the representations and warranties set forth in Section 5.02 are true and correct with respect to each Subsequent Receivable pledged on such day as if made on such day.

Eligibility of Receivables. Each Originator hereby jointly and severally represents and warrants to the Purchaser as of the Initial Closing Date with respect to the initial Receivables, as of each day that Additional Receivables are conveyed to the Trust with respect to Additional Receivables and with respect to clause (iv) below as of the date of the delivery of the related Receivables Schedule, as applicable, that: (i) As Each Receivable is an Eligible Receivable. (ii) Each Additional Receivable conveyed to the Purchaser is an Eligible Receivable, and the representations and warranties set forth in subsection 3.2 and 3.3) are true and correct on the day such Additional Receivable is conveyed to the Trust. (iii) Each Receivable then existing has been conveyed to the Purchaser free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates (other than Liens permitted under subsection 2.5(b) of the Closing DatePooling and Servicing Agreement) and in compliance, in all material respects, with all Requirements of Law applicable to the Originators. (Aiv) The related Receivable Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of (A) on the Closing Date, all the Receivables constituting a portion of the Collateral as of the date of Cut Off Date and (B) on the Initial Loan and day any Additional Receivables are conveyed to the Purchaser, the related Additional Receivables. In either case, the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the Cut Off Date or on the day any Additional Receivable is conveyed to the Purchaser, for any related Cutoff Additional Receivable. As of the Cut Off Date, (B) each such Receivable is an Eligible Receivablethe aggregate amount of Receivables was $_____________, (C) each such Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws and (D) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Receivable and the related Collateral to the Administrative Agent have been duly obtained, effected or given and are in full force and effect; and (ii) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effect$_____________ were Principal Receivables.]

Eligibility of Receivables. As of the SMT Termination Date, Seller -------------------------- agrees that all representations and warranties made by it with respect to any Account or Receivable pursuant to Section 2.4 of the Pooling and Servicing ----------- Agreement shall be deemed for all purposes (including the reassignment obligations under Section 2.4(e)) to have been made pursuant to this Agreement -------------- as of the day when each was made or deemed made, as if this Agreement had been in effect on that day. Thereafter, each day on which any new Receivable is transferred by Seller to the Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) As of the Closing Date, (A) Schedule C and the information contained in the Funding Request delivered pursuant to Section 2.01 is an accurate and complete listing in all material respects of the Receivables constituting a portion of the Collateral as of the date of the Initial Loan and the information contained therein with respect to the identity of each Receivable transferred on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each such Receivable day is an Eligible Receivable, (Cii) each Receivable transferred on such Receivable is day has been transferred to the Issuer free and clear of any Lien of any Person (other than Permitted LiensLiens permitted under Section ------- 2.5(b), the Seller Interest and Seller's right to receive interest accruing on, ------ and investment earnings in respect of, the Collection Account or any Series Account, as provided in the Transaction Documents) and in compliance, in all material respects, with all Applicable Laws and Requirements of Law applicable to Seller, (Diii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower Seller in connection with the origination, purchase and pledge transfer of such Receivable and the related Collateral to the Administrative Agent Issuer have been duly obtained, effected or given and are in full force and effect; and effect and (iiiv) As of the representations and warranties set forth in Section 2.4(a) are true and correct with respect to -------------- each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warrant that (A) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being Receivable transferred on such Funding Date) constituting a portion of the Collateral day as of the date of the Subsequent Loan and the information contained therein with respect to the identity of if made on such Receivables and the amounts owing thereunder is true and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.

Eligibility of Receivables. RPA Seller hereby represents and warrants -------------------------- as of each date the representations are made or deemed made in Section 2.4(b) of -------------- the Pooling and Servicing Agreement and Section 2.4(b) of the Transfer and -------------- Servicing Agreement (other than the first sentences thereof) that such representations are true and correct. RPA Seller hereby represents and warrants as of the RPA Closing Date that (i) As as of the RPA Closing Date, (A) Schedule C One to ------------ this Agreement and the information contained in the Funding Request computer file or microfiche list delivered pursuant to Section 2.01 2.1(c) is an accurate and complete listing in all material respects of -------------- all the Receivables constituting a portion of the Collateral Accounts as of the date of the Initial Loan RPA Closing Date and the information contained therein with respect to the identity of such Receivables Accounts and the amounts owing Receivables existing thereunder is true and correct in all material respects as of the related Cutoff RPA Closing Date, (Bii) each such Receivable then existing is an Eligible Receivable, (Ciii) each such Receivable is then existing has been conveyed to Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Applicable Laws Requirements of Law applicable to RPA Seller and (Div) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval required to be obtained, effected or given by RPA Seller in connection with the transfer of such Receivable to Buyer have been duly obtained, effected, or given and are in full force and effect. On each day on which any new Receivable is conveyed by RPA Seller to Buyer hereunder, RPA Seller shall be deemed to represent and warrant to Buyer that (i) each Receivable conveyed on such day is an Eligible Receivable, (ii) each Receivable conveyed on such day has been conveyed to Buyer free and clear of any Lien of any Person and in compliance, in all material respects, with all Requirements of Law applicable to RPA Seller, (iii) with respect to each such Receivable, all material consents, licenses, approvals or authorizations of or registrations or declarations with with, any Governmental Authority required to be obtained, effected effected, or given by the Borrower RPA Seller in connection with the origination, purchase and pledge conveyance of such Receivable and the related Collateral to the Administrative Agent Receivables Trust have been duly obtained, effected or given and are in full force and effect; and , and (iiiv) As of each Funding Date other than the Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent representations and warrant that warranties set forth in Sections 4.1(j) and (Ak) Schedule C and the information contained in the related Funding Request is an accurate and complete listing in all material respects of the Receivables (including the Subsequent Receivables being transferred on such Funding Date) constituting a portion of the Collateral as of the date of the Subsequent Loan and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is are true --------------- --- and correct in all material respects as of the related Cutoff Date, (B) each Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable, (C) each such Subsequent Receivable is free and clear of any Lien of any Person (other than Permitted Liens) and is in compliance in all material respects with all Applicable Laws and (D) with respect to each Receivable transferred on such Subsequent Receivable, all material consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Borrower in connection with the origination, purchase and pledge of day as if made on such Subsequent Receivable and the related Collateral have been duly obtained, effected or given and are in full force and effectday.