Common use of Eligibility of Receivables Clause in Contracts

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections 4.1(j) and (k) are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller Each Transferor hereby severally represents and -------------------------- warrants to Buyer the Trustee, on behalf of the Trust as of the SMT Termination 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) each such Receivable then existing is an Eligible Receivable, (ii) all material information with respect to the Accounts and Receivables provided to the Trustee by such Transferor was true and correct in all material respects as of the SMT Termination Selection Date or the related Additional Account Selection Date, (iii) each Receivable 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 Liens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Requirements of Law applicable to such Transferor, (iv) with respect to each such Receivable then existing, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such 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, (v) as of the Initial Closing Date, and, as of the applicable Additional Account Cut-Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is will be an accurate and complete -------------- listing of all the Accounts in all material respects of all the Accounts as of such Cut-Off Date or applicable Additional Account Cut-Off Date, as the SMT Termination Date case may be, and the information contained therein with respect to the identity of such Accounts and the 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 SMT Termination 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 (iiA) each Receivable then existing created on such day is an Eligible Receivable, (iiiB) each Receivable then existing created on such day has been conveyed to Buyer free and clear of any Lien of any Person and the Trust in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller and (iv) 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 ReceivableTransferor, (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, (iiiC) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller Transferor, in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (ivD) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 2.04(a) are --------------- --- true and correct with respect to each Receivable transferred created on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Closing Date that (i) as of the SMT Termination Cut Off Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section subsection 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Cut-Off Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval Authority 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections subsections 4.1(j) and (k) are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such 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 to Buyer as of the SMT Termination RPA Closing Date that (i) as of the SMT Termination RPA Closing Date, Schedule 1 One to ------------ this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b2.1(c) is an accurate and complete -------------- listing in all material respects of -------------- all the Accounts as of the SMT Termination RPA Closing 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 SMT Termination RPA Closing Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Receivables Trust have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections 4.1(j) and (k) are true --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) as As of the SMT Termination Date, Schedule 1 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 and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination Date and the information contained therein with respect 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 identity of Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) each Receivable transferred on such Accounts and the Receivables existing thereunder day is true and correct in all material respects as of the SMT Termination Datean Eligible Receivable, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing transferred on such day has been conveyed transferred to Buyer the Issuer free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (kSection 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. Such RPA 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 Buyer the Trust as of the SMT Termination Initial Closing Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iiiii) each Receivable then existing has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iviii) with respect to each Receivable then existing, all consents, licenses, approvals, approvals or authorizations of or registrations or declarations with any Governmental Approval Authority required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer the Trust have been duly obtained, effected, effected or given and are in full force and effect. On each day on which any new Receivable is conveyed transferred by such RPA Seller to Buyer hereunderthe Trust, such RPA Seller shall be deemed to represent and warrant to Buyer the Trust that (i) each Receivable conveyed transferred on such day is an Eligible Receivable, (ii) each Receivable conveyed transferred on such day has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller or FCNB in connection with the conveyance transfer of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 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. Such RPA Seller hereby The Borrower represents and -------------------------- warrants to Buyer warrants, as of the SMT Termination Closing Date, as of each Payment Date that and as of each Funding Date, as follows: (i) as As of the SMT Termination Closing Date, (A) Schedule 1 to this Agreement C and the computer file or ---------- microfiche list information contained in the Funding Request delivered pursuant to Section 2.1(b2.01 is (i) is with respect to the Material Receivable Fields, an accurate and complete -------------- listing in all material respects of all the Accounts Receivables constituting a portion of the Collateral as of the SMT Termination Date date of the Initial Loan and the such information contained therein with respect to such Receivables is true and correct as of the identity of related Cutoff Date, and (ii) with respect to information other than the Material Receivable Fields, such Accounts and the Receivables existing thereunder information is true and correct in all material respects as of the SMT Termination related Cutoff Date, (iiB) each such Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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, (iiiC) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller the Borrower in connection with the conveyance origination, purchase and pledge of such Receivable and the related Collateral to the Issuer Collateral Agent have been duly obtained, effected or given and are in full force and effect, ; and (ivii) As of each Funding Date other than the representations Funding Date on which the Initial Loan is made, the Borrower shall be deemed to represent and warranties set forth warrant that (A) Schedule C and the information contained in Sections 4.1(jthe related Funding Request is (i) with respect to the Material Receivable Fields, an accurate and complete listing of the Receivables (kincluding the Subsequent Receivables being transferred on such Funding Date) are --------------- --- constituting a portion of the Collateral as of the date of the Subsequent Loan and such information contained therein is true and correct as of the 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 Subsequent Receivable referenced on the related Funding Request is an Eligible Receivable and (C) with respect to each such Subsequent Receivable, all 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 transferred on such day as if made on such day.and the related Collateral have been duly obtained, effected or given and are in full force and effect. (b)

Eligibility of Receivables. Such RPA Seller Each Transferor hereby severally represents and -------------------------- warrants to Buyer the Trustee, on behalf of the Trust, as of the SMT Termination 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) each such Receivable then existing is an Eligible Receivable, (ii) all material information with respect to the Accounts and Receivables provided to the Trustee by such Transferor was true and correct in all material respects as of the SMT Termination Selection Date or the related Additional Account Selection Date, (iii) each Receivable 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 Liens permitted under subsection 2.05(b)) and in compliance, in all material respects, with all Requirements of Law applicable to such Transferor, (iv) with respect to each such Receivable then existing, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Transferor, 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, (v) as of the Initial Closing Date, and, as of the applicable Additional Account Cut-Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is will be an accurate and complete -------------- listing of all the Accounts in all material respects of all the Accounts as of such Initial Closing Date or applicable Additional Account Cut-Off Date, as the SMT Termination Date case may be, and the information contained therein with respect to the identity of such Accounts and the 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 SMT Termination 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 (iiA) each Receivable then existing created on such day is an Eligible Receivable, (iiiB) each Receivable then existing created on such day has been conveyed to Buyer free and clear of any Lien of any Person and the Trust in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller and (iv) 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 ReceivableTransferor, (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, (iiiC) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller Transferor, in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (ivD) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 2.04(a) are --------------- --- true and correct with respect to each Receivable transferred created on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) as As of the SMT Termination Date, Schedule 1 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 and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination Date and the information contained therein with respect 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 identity of Issuer, Seller shall be deemed to represent and warrant to the Issuer that (i) each Receivable transferred on such Accounts and the Receivables existing thereunder day is true and correct in all material respects as of the SMT Termination Datean Eligible Receivable, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing transferred on such day has been conveyed transferred to Buyer the Issuer free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (kSection 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. Such RPA Seller hereby represents and -------------------------- warrants to Buyer -------------------------- the Trust as of the SMT Termination Initial Closing Date that (i) as of the SMT Termination Cut-Off Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) subsection 2.1 is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Cut-Off Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) with respect to each Receivable then existing, all consents, licenses, approvals, approvals or authorizations of or registrations or declarations with any Governmental Approval Authority required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer the Trust have been duly obtained, effected, effected or given and are in full force and effect. On each day on which any new Receivable is conveyed transferred by such RPA Seller to Buyer hereunderthe Trust, such RPA Seller shall be deemed to represent and warrant to Buyer the Trust that (i) each Receivable conveyed transferred on such day is an Eligible Receivable, (ii) each Receivable conveyed transferred on such day has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 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. Such RPA Seller hereby represents and warrants as of -------------------------- warrants 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 Buyer 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 SMT Termination Date 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 SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) each Receivable transferred on such day is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination DateEligible Receivable, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing transferred on such day has been conveyed transferred to Buyer the Issuer free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(jSection 2.4(a) and (k) -------------- are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections 4.1(j) and (k) are true and --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller The Transfer- or hereby represents and -------------------------- warrants to Buyer the Trustee, on behalf of the Trust as of the SMT Termination 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 SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) each Receivable then existing is an accurate and complete -------------- listing in Eligible Receivable, (ii) all material respects of all the Accounts as of the SMT Termination Date and the information contained therein with respect to the identity of such Accounts and Receivables provided to the Receivables existing thereunder is Trustee by the Transferor was true and correct in all material respects as of the SMT Termination Selection Date or the related Addition Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing has been conveyed to Buyer the Trust free and clear of any Lien of any Person (other than Liens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller and the Transferor, (iv) with respect to each Receivable then existing, all consents, licenses, approvals, approvals or authorizations of or registrations or declarations with any Governmental Approval Authority required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer have been duly obtainedTransferor, 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, (v) as of the Initial Closing Date, as of the Automatic Addition Termi- nation Date or any Automatic Addition Suspension Date with respect to the Initial Accounts and (iv) any Additional Accounts designated pursuant hereto prior to such date, as of the representations applicable Addition Date with respect to Sup- plemental Accounts and warranties set forth as of the applicable Removal Date with respect to Removed Accounts, Schedule 1 to this Agreement is and will be an accurate and complete listing of all the Accounts in Sections 4.1(j) all material respects as of each such date, and (k) are --------------- --- the information contained therein with re- spect to the identity of such Accounts and the Receiv- xxxxx existing thereunder is and will be true and correct with respect in all material respects as of each such 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 transferred on such day as if made on such day.is created, the Transfer-

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of the SMT Termination Initial Closing Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iiiii) each Receivable then existing 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 such RPA Seller and (iviii) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations or declarations with any Governmental Approval Authority 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 claiming through or under Seller 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections Subsections 4.1(j) and (k) are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA 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 Buyer the Trust as of the SMT Termination Initial Closing Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iiiii) each Receivable then existing has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iviii) with respect to each Receivable then existing, all consents, licenses, approvals, approvals or authorizations of or registrations or declarations with any Governmental Approval Authority required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer the Trust have been duly obtained, effected, effected or given and are in full force and effect. On each day on which any new Receivable is conveyed transferred by such RPA Seller to Buyer hereunderthe Trust, such RPA Seller shall be deemed to represent and warrant to Buyer the Trust that (i) each Receivable conveyed transferred on such day is an Eligible Receivable, (ii) each Receivable conveyed transferred on such day has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller or FCNB in connection with the conveyance transfer of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 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. Such RPA Seller Transferor hereby represents and -------------------------- warrants to Buyer the Trust as of the SMT Termination Initial Closing Date that and as of each Addition Date, as the case may be, that: (i) As of the Initial Closing Date, Transferor represents and warrants that each Receivable was an Eligible Receivable as of the end of the Cut-Off Date. As of any Addition Date, Transferor represents and warrants that each Receivable was an Eligible Receivable (A) as of the SMT Termination Addition Cut-Off Date, if such Addition Date occurs prior to the Conversion Date and (B) as of the Addition Cut-Off Date, if such Addition Date occurs at any later date. (ii) Each Receivable 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 Liens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all Requirements of Law applicable to Transferor. (iii) With respect to each Receivable then existing, 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. (iv) As of the Initial Closing Date or the applicable Addition Date, the related Account Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of (A) on the Closing Date, all of the Accounts as of the SMT Termination 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 true and correct accurate in all material respects as of the SMT Termination Cut-Off Date or the applicable Addition Date. As of the Cut-Off Date, the Aggregate Receivables equaled $__________, of which $__________ consisted of the Aggregate Principal Receivables and $__________ 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 (iiA) each Receivable then existing created on such day is an Eligible Receivable, (iiiB) each Receivable then existing created on such day has been conveyed to Buyer free and clear of any Lien of any Person and the Trust in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller and (iv) 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 ReceivableTransferor, (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, (iiiC) 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, effected or given by such RPA Seller Transferor in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (ivD) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 2.4(a) are --------------- --- true and correct with respect to each Receivable transferred created on such day as if made on such day.. (c)

Eligibility of Receivables. Such RPA 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 Buyer 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 SMT Termination Date 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 SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) each Receivable transferred on such day is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination DateEligible Receivable, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing transferred on such day has been conveyed transferred to Buyer the Issuer free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(jSection 2.4(a) and (k) ------------- are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA The Seller hereby represents and -------------------------- warrants to Buyer RFC, as of the SMT Termination Cut Off Date and on each Additional Account Cut Off Date that (i) each Receivable then existing is an Eligible Receivable, (ii) all material information with respect to the Accounts and Receivables provided to RFC by the Seller was true and correct in all material respects as of the SMT Termination Selection Date or the related Additional Account Selection Date, (iii) each Receivable 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 Liens permitted under Section 12(b)) and in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (iv) with respect to each Receivable then existing, 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 RFC have been duly obtained, effected or given and are in full force and effect, (v) as of the Initial Closing Date, and, as of the applicable Additional Account Cut Off Date with respect to Additional Accounts, Schedule 1 to this Agreement is and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is will be an accurate and complete -------------- listing of all the Accounts in all material respects of all the Accounts as of the SMT Termination Cut Off Date or the applicable Additional Account Cut Off 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 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 SMT Termination 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 (iiA) each Receivable then existing created on such day is an Eligible Receivable, (iiiB) each Receivable then existing created on such day has been conveyed to Buyer free and clear of any Lien of any Person and RFC in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller and (iv) 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, (iiiC) 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, effected or given by such RPA Seller the Seller, in connection with the conveyance of such Receivable to the Issuer RFC have been duly obtained, effected or given and are in full force and effect, effect and (ivD) the representations and warranties set forth in Sections 4.1(j) and (kSection 9(a) are --------------- --- true and correct with respect to each Receivable transferred created on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and warrants -------------------------- warrants to Buyer as of the SMT Termination Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered ---------- pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material -------------- respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections 4.1(j) and (k) are --------------- --- true and ---------------- --- correct with respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA As of the FCMT Termination Date, Seller hereby represents -------------------------- agrees that all representations and -------------------------- warrants warranties made by it with respect to Buyer 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 SMT Termination Date 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 SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) each Receivable transferred on such day is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination DateEligible Receivable, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing transferred on such day has been conveyed transferred to Buyer the Issuer free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (kSection 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. Such RPA Seller hereby represents and warrants -------------------------- warrants to Buyer the Trust as of the SMT Termination Initial Closing Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing is an Eligible Receivable, (iiiii) each Receivable then existing has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 Requirements of Law applicable to such RPA Seller and (iviii) with respect to each Receivable then existing, all consents, licenses, approvals, approvals or authorizations of or registrations or declarations with any Governmental Approval Authority required to be obtained, effected or given by such RPA Seller in connection with the transfer of such Receivable to Buyer the Trust have been duly obtained, effected, effected or given and are in full force and effect. On each day on which any new Receivable is conveyed transferred by such RPA Seller to Buyer hereunderthe Trust, such RPA Seller shall be deemed to represent and warrant to Buyer the Trust that (i) each Receivable conveyed transferred on such day is an Eligible Receivable, (ii) each Receivable conveyed transferred on such day has been conveyed transferred to Buyer the Trust free and clear of any Lien of any Person (other than Liens 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 in compliance, in all material respects, with all Requirements of Law applicable to such RPA Seller, (iii) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority required to be obtained, effected, effected or given by such RPA Seller in connection with the conveyance transfer of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, effect and (iv) the representations and warranties set forth in Sections 4.1(j) and (ksubsection 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. Such RPA Seller hereby represents and -------------------------- warrants to Buyer 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 SMT Termination RPA Closing Date that (i) as of the SMT Termination RPA Closing Date, Schedule 1 One to this Agreement and the computer file or ---------- ------------ microfiche list delivered pursuant to Section 2.1(b2.1(c) is an accurate ------------- and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination RPA Closing 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 SMT Termination RPA Closing Date, (ii) each Receivable then existing is an Eligible Receivable, (iii) each Receivable then existing 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 and (iv) 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 consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected, or given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Receivables Trust have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections 4.1(j) and (k) are --------------- --- true and correct with --------------- --- respect to each Receivable transferred on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller hereby represents and -------------------------- warrants to Buyer as of (A) the SMT Termination information contained in any Settlement Date that (i) as of the SMT Termination Datereport, Schedule 1 to this Agreement and the computer file Funding Report or ---------- microfiche list delivered pursuant to Section 2.1(b) Funding Request is an accurate and complete -------------- listing in all material respects of all the Accounts Receivables constituting a portion of the collateral as of the SMT Termination Date such date and the information contained therein with respect to the identity of such Accounts Receivables (including whether such Receivable is an Eligible Receivable (Part AF) or an Eligible Receivable (Part S) and the Receivables existing amounts owing thereunder is true and correct in all material respects as of the SMT Termination relevant Cut-off Date, (iiB) each Receivable then existing designated as an Eligible Receivable as of the date of such designation is an Eligible Receivable, each Receivable designated as an Eligible Receivable (iiiPart 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 then existing has been conveyed to Buyer 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 Requirements of Law applicable to such RPA Seller and (iv) 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 ReceivableLaws, (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, (iiiD) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, with any Governmental Authority governmental authority required to be obtained, effected, effected or given by such RPA Seller the Borrower in connection with the conveyance origination, purchase and pledge of such Receivable and the related collateral to the Issuer Lender have been duly obtained, effected or given and are in full force and effect, unless the failure of the same to be obtained, effected or given would not reasonably be expected to have a Material Adverse Effect and (ivE) the representations and warranties set forth in Sections 4.1(j) and (k) Section 5.2 are --------------- --- true and correct with respect to each Receivable transferred pledged on such day as if made on such day.

Eligibility of Receivables. Such RPA Seller __________________________ hereby represents and -------------------------- warrants to Buyer as of the SMT Termination appli- cable Addition Date that (i) as of the SMT Termination Date, Schedule 1 to this Agreement and the computer file or ---------- microfiche list delivered pursuant to Section 2.1(b) is an accurate and complete -------------- listing in all material respects of all the Accounts as of the SMT Termination 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 SMT Termination Date, (ii) each Receivable then existing exist- ing is an Eligible Receivable, (iiiii) each Receivable then existing 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 Re- quirements of Law applicable to such RPA Seller and (iviii) with respect to each Receivable then existing, all consents, licenses, approvals, or authorizations of or registrations registra- tions or declarations with any Governmental Approval Authority 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 claiming through or under Seller and in compliance, in all material respects, with all Requirements Re- quirements of Law applicable to such RPA Seller, (iii) with respect re- spect to each such Receivable, all consents, licenses, approvals or authorizations authorization of or registrations or declarations registration of declara- tions with, any Governmental Authority required to be obtained, effected, or of given by such RPA Seller in connection with the conveyance of such Receivable to the Issuer Trust have been duly obtained, effected or given and are in full force and effect, and (iv) the representations and warranties set forth in Sections Subsections 4.1(j) and (k) are --------------- --- true and correct with respect to each Receivable transferred on such day as if made on such day.