Common use of Representations and Warranties as to the Clause in Contracts

Representations and Warranties as to the. Security Interest of the Trust in the Receivables. The Transferor makes the following representations and warranties to the Trust. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Closing Date. Such representations and warranties shall survive the sale, transfer and assignment of the Receivables to the Trust, the pledge thereof to the Indenture Trustee and the termination 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 Indenture Collateral in favor of the Trust, which security interest is prior to all other Liens other than the Lien of the Indenture, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Receivables constitute "accounts" within the meaning of the applicable UCC. (c) The Transferor owns and has good and marketable title to the Indenture Collateral free and clear of any Lien, claim or encumbrance of any Person. (d) The Transferor 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 Indenture Collateral granted to the Trust hereunder. (e) Other than the security interest granted to the Trust pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Indenture Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Indenture Collateral other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES

Representations and Warranties as to the. Security Interest of the Trust in the Receivables. The Transferor makes the following representations and warranties to the Trust. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Closing Date. Such representations and warranties shall survive the sale, transfer and assignment of the Receivables to the Trust, the pledge thereof to the Indenture Trustee and the termination 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 Indenture Collateral in favor of the Trust, which security interest is prior to all other Liens other than the Lien of the Indenture, and is enforceable as such as against creditors of and purchasers from the Transferor. (b) The Receivables constitute "accounts" within the meaning of the applicable UCC. (c) The Transferor owns and has good and marketable title to the Indenture Collateral free and clear of any Lien, claim or encumbrance of any Person. (d) The Transferor 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 Indenture Collateral granted to the Trust hereunder. (e) Other than the security interest granted to the Trust pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Indenture Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Indenture Collateral other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES.

Representations and Warranties as to the. Security Interest of the Trust Issuer in the Receivables. The Transferor Depositor makes the following representations and warranties to the TrustIssuer. The representations and warranties speak as of the execution and delivery of this Agreement and as of each the Closing Date. Such representations , and warranties shall survive the sale, transfer and assignment sale of the Receivables Trust Property to the Trust, Issuer and the pledge thereof to the Indenture Trustee and pursuant to the termination of this Agreement and shall not be waived by any party hereto unless the Rating Agency Condition is satisfiedIndenture. (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Indenture Collateral Receivables in favor of the TrustIssuer, which security interest is prior to all other Liens other than the Lien of the IndentureLiens, and is enforceable as such as against creditors of and purchasers from the TransferorDepositor. (b) The Receivables constitute "accountstangible chattel paper" within the meaning of Article 9 of the applicable UCC. (c) The Transferor owns and has good and marketable title Immediately prior to its transfer to the Indenture Collateral Issuer, each Receivable was free and clear of any Lien, claim or encumbrance of any PersonLien created by the Depositor. (d) The Transferor Depositor 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 Indenture Collateral Receivables granted to the Trust Issuer 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 Trust Issuer pursuant to this Agreement, the Transferor Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Indenture CollateralReceivables. The Transferor Depositor has not authorized the filing of and is not aware of any financing statements against the Transferor Depositor that include a description of collateral covering the Indenture Collateral Receivables other than any financing statement relating to the security interest granted to the Trust Issuer hereunder or that has been terminated. The Transferor Depositor is not aware of any judgment or tax lien filings against it. (f) The contracts that constitute or evidence the TransferorReceivables 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. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLESEach 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 2.5.