Common use of Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables Clause in Contracts

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "tangible chattel paper" within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "“tangible chattel paper" ” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "tangible chattel paper" within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "“tangible chattel paper" ” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused on or will have caused, within ten days, prior to the closing date the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer Servicer, as custodian for the Issuer Issuer, has in its possession all original copies of the contracts that constitute or evidence the Receivables. The Such contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeIssuer.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Transferor on behalf of the Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Master Indenture and as of the each Closing Date, . Such representations and warranties shall survive the sale pledge of the Receivables by the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to and the termination of this IndentureMaster Indenture and shall not be waived by any party hereto unless the Rating Agency Condition is satisfied. (a) This Master Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the IssuerTrust. (b) The Receivables constitute "tangible chattel paper" “accounts” or “payment intangibles” within the meaning of the applicable UCC. (c) The Issuer owns Trust has rights in or the power to transfer the collateral and has good and marketable its title to the Receivables Collateral is free and clear of any lienLien, claim or encumbrance of any Person. (d) The Issuer Trust has caused or will have caused, within ten daysdays of the Closing Date for the related Series, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables Collateral granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Master Indenture, the Issuer Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the ReceivablesCollateral. The Issuer Trust has not authorized the filing of and is not aware of any financing statements against the Issuer Trust that include a description of collateral covering the Receivables Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer Trust is not aware of any judgment or tax lien filings against itthe Trust. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "either “tangible chattel paper" ” or “electronic tangible chattel paper” within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer (i) in the case of each Receivable constituting “tangible chattel paper” as defined in the UCC, has in its possession all original copies of the contracts that constitute or evidence such Receivables and (ii) in the case of each Receivable constituting “electronic chattel paper” as defined in the UCC, has “control” within the meaning of Section 9-105 of the UCC of such Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeIssuer.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "tangible chattel paper" within the meaning of Article 9 of the UCC. (c) The Immediately prior to its pledge to the Indenture Trustee, the Issuer owns owned and has had good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. Each such financing statements will 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 Indenture Trustee and its assigns." (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer (or the Receivables Servicers) as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. Each of the parties hereto agrees that it shall not waive any of the foregoing representations and warranties.

Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "tangible chattel paper" within the meaning of Article 9 of the UCC. (c) The Immediately prior to its pledge to the Indenture Trustee, the Issuer owns owned and has had good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten daysdays after the date of execution of this Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. Each such financing statements will 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 Indenture Trustee and its assigns." (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Master Servicer (or the Receivables Servicers) as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. Each of the parties hereto agrees that it shall not waive any of the foregoing representations and warranties.