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

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.” (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III Receivables Purchase Agreement

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “"tangible chattel paper” " within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.”" (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III Receivables Purchase Agreement.

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.” (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III II Receivables Purchase Agreement

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “"tangible chattel paper” " within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.”" (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. TRUST III RECEIVABLES PURCHASE 3 Trust III Receivables Purchase AgreementAGREEMENT

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Each Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing each Transfer Date, but . Such representations and warranties shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this AgreementTransferor and the Trust, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer thereof to the Indenture Trustee pursuant to and the Indenturetermination of this Agreement and shall not be waived by any party hereto unless the Rating Agency Condition is satisfied. (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Transferred Receivables in favor of the Purchaser, which security interest is prior to all other LiensLiens other than the Lien of each of the Indenture and the Trust, and is enforceable as such as against creditors of and purchasers from the such Seller. (b) The Transferred Receivables constitute “tangible chattel paper” "accounts" within the meaning of Article 9 of the applicable UCC. (c) Immediately prior to its transfer Such Seller owns and has good and marketable title to the IssuerTransferred Receivables transferred by it to the Purchaser hereunder, each Receivable was free and clear of any Lien created by the SellerAdverse Claim, claim or encumbrance of any Person. (d) The Such Seller 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 of the Purchaser in the Transferred Receivables granted transferred by it to the Purchaser hereunder. Each such financing statement 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 Secured Party.” (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables. The Such Seller has not authorized the filing of and is not aware of any financing statements against the such Seller that include a description of collateral covering the Transferred Receivables other than any financing statement relating to the security interest granted to the Issuer Purchaser hereunder or that has been terminated. The Such Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III Receivables Purchase Agreement

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “"tangible chattel paper” " within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.”" (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. TRUST II RECEIVABLES PURCHASE 3 Trust III Receivables Purchase AgreementAGREEMENT

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.” (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III I Receivables Purchase Agreement

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Receivables constitute “"tangible chattel paper” " within the meaning of Article 9 of the UCC. (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any Lien created by the Seller. (d) The Seller 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 Purchaser hereunder. Each such financing statement 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 Secured Party.”" (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the Issuer. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III Receivables Purchase AgreementTRUST I RECEIVABLES PURCHASE AGREEMENT

Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. The Seller makes the following representations and warranties to the Purchaser. The representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing each Transfer Date, but . Such representations and warranties shall survive the sale, transfer and assignment of the Receivables by the Seller to the Purchaser pursuant to this AgreementTransferor and the Trust, the sale, transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer thereof to the Indenture Trustee pursuant to and the Indenturetermination of this Agreement and shall not be waived by any party hereto unless the Rating Agency Condition is satisfied. (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Transferred Receivables in favor of the Purchaser, which security interest is prior to all other LiensLiens other than the Lien of each of the Indenture and the Trust, and is enforceable as such as against creditors of and purchasers from the Seller. (b) The Transferred Receivables constitute “tangible chattel paper” "accounts" within the meaning of Article 9 of the applicable UCC. (c) Immediately prior to its transfer The Seller owns and has good and marketable title to the Issuer, each Receivable was Transferred Receivables free and clear of any Lien created by the SellerLien, claim or encumbrance of any Person. (d) The Seller 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 Transferred Receivables granted to the Purchaser hereunder. Each such financing statement 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 Secured Party.” (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Transferred Receivables other than any financing statement relating to the security interest granted to the Issuer Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against it. (f) 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 Seller or the IssuerSeller. Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency Condition, waive any of the representations and warranties in this Section 2.4. 3 Trust III Receivables Purchase AgreementARTICLE THREE