Common use of Issuing Entity’s Representations and Warranties Clause in Contracts

Issuing Entity’s Representations and Warranties. As of each Issuance Date, the Issuing Entity shall make the following representations and warranties to the Collateral Agent. Such representations and warranties shall survive until the termination of this Asset Pool One Supplement. Such representations and warranties shall not be waived by any of the parties to this Asset Pool One Supplement unless the Note Rating Agency Condition shall have been satisfied with respect to such waiver. (a) At the time of the granting of the security interest in the Collateral, the Issuing Entity owned and had good marketable title to the Collateral free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes were not then due and payable or if the Issuing Entity was then contesting the validity thereof in good faith by appropriate proceedings and had set aside on its books and records adequate reserves with respect thereto), claim or encumbrance of any Person. (b) This Asset Pool One Supplement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuing Entity. (c) The Issuing Entity has caused or will have caused within ten days of the granting of the security interest in any portion of the Collateral, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent hereunder. (d) Other than the security interest granted to the Collateral Agent pursuant to this Asset Pool One Supplement or any other security interest that has been terminated, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral; the Issuing Entity has not authorized the filing of and is not aware of any financing statements against itself that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Issuing Entity is not aware of any judgment or tax lien filings against itself. (e) Each Asset Pool One Collateral Certificate constitutes a “certificated security” within the meaning of the applicable UCC; the Issuing Entity has in its possession all original copies of the certificates that constitute such Asset Pool One Collateral Certificate; none of the certificates that constitute or evidence such Asset Pool One Collateral Certificate have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent; and all financing statements filed or to be filed against the Issuing Entity in favor of the Collateral Agent in connection herewith describing such Asset Pool One Collateral Certificate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Collateral Agent.” (f) Each Asset Pool One Receivable constitutes an “account” within the meaning of the applicable UCC.

Issuing Entity’s Representations and Warranties. As of each Issuance Date, the Issuing Entity shall make the following representations and warranties to the Collateral Agent. Such representations and warranties shall survive until the termination of this Asset Pool One Supplement. Such representations and warranties shall not be waived by any of the parties to this Asset Pool One Supplement unless the Note Rating Agency Condition shall have been satisfied with respect to such waiver. (a) At the time of the granting of the security interest in the Collateral, the Issuing Entity owned and had good marketable title to the Collateral free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes were not then due and payable or if the Issuing Entity was then contesting the validity thereof in good faith by appropriate proceedings and had set aside on its books and records adequate reserves with respect thereto), claim or encumbrance of any Person. (b) This Asset Pool One Supplement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuing Entity. (c) The Issuing Entity has caused or will have caused within ten (10) days of the granting of the security interest in any portion of the Collateral, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent hereunder. (d) Other than the security interest granted to the Collateral Agent pursuant to this Asset Pool One Supplement or any other security interest that has been terminated, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral; the Issuing Entity has not authorized the filing of and is not aware of any financing statements against itself that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Issuing Entity is not aware of any judgment or tax lien filings against itself. (e) Each Asset Pool One Collateral Certificate constitutes a “certificated security” within the meaning of the applicable UCC; the Issuing Entity has in its possession all original copies of the certificates that constitute such Asset Pool One Collateral Certificate; none of the certificates that constitute or evidence such Asset Pool One Collateral Certificate have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent; and all financing statements filed or to be filed against the Issuing Entity in favor of the Collateral Agent in connection herewith describing such Asset Pool One Collateral Certificate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Collateral Agent.” (f) Each Asset Pool One Receivable constitutes an “account” within the meaning of the applicable UCC.. [END OF ARTICLE II]

Issuing Entity’s Representations and Warranties. As of each Issuance Date, the Issuing Entity shall make the following representations and warranties to the Collateral Agent. Such representations and warranties shall survive until the termination of this Asset Pool One Supplement. Such representations and warranties shall not be waived by any of the parties to this Asset Pool One Supplement unless the Note Rating Agency Condition shall have been satisfied with respect to such waiver. (a) At the time of the granting of the security interest in the Collateral, the Issuing Entity owned and had good marketable title to the Collateral free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes were not then due and payable or if the Issuing Entity was then contesting the validity thereof in good faith by appropriate proceedings and had set aside on its books and records adequate reserves with respect thereto), claim or encumbrance of any Person. (b) This Asset Pool One Supplement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuing Entity. (c) The Issuing Entity has caused or will have caused within ten (10) days of the granting of the security interest in any portion of the Collateral, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent hereunder. (d) Other than the security interest granted to the Collateral Agent pursuant to this Asset Pool One Supplement or any other security interest that has been terminated, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral; the Issuing Entity has not authorized the filing of and is not aware of any financing statements against itself that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Issuing Entity is not aware of any judgment or tax lien filings against itself. (e) Each Asset Pool One Collateral Certificate constitutes a “certificated security” within the meaning of the applicable UCC; the Issuing Entity has in its possession all original copies of the certificates that constitute such Asset Pool One Collateral Certificate; none of the certificates that constitute or evidence such Asset Pool One Collateral Certificate have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent; and all financing statements filed or to be filed against the Issuing Entity in favor of the Collateral Agent in connection herewith describing such Asset Pool One Collateral Certificate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Collateral Agent.” (f) Each Asset Pool One Receivable constitutes an “account” within the meaning of the applicable UCC.