Common use of Representations and Warranties Relating to the Receivables Clause in Contracts

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent (x) with respect to the Initial Receivables Outstanding Receivables, as of the Original Amendment and Restatement Closing Date and, and (y) with respect to Additional Receivables, as of the related Addition Date that: (a) (i) as of the Initial Cut-Off Amendment and Restatement Closing Date, with respect to the Outstanding Transferred Assets sold and transferred on the Original Closing DateAssets, the Receivables Schedule delivered to the Administrative Agent on the Original Amendment and Restatement Closing Date on Schedule II relating to the Outstanding Transferred Receivables and Related Rights sold and transferred hereunder on such dateRights, and (ii) as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), and (iii) as of the related Funding Date with respect to Additional Receivables sold by the Transferor to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the applicable Daily updated Receivables Schedule or Bringdown Receivables File delivered on such Addition the immediately following Determination Date or the related Funding Date, as applicable, contains an accurate list of such Outstanding Transferred Receivables or Additional Receivables, as applicable, as of such applicable date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the TransferorTransferor (or, in the case of the Outstanding Receivables, by the Outgoing Purchaser), the Transferor (or, in the case of the Outstanding Receivables, the Outgoing Purchaser) owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor (or, in the case of the Outstanding Receivables, by the Outgoing Purchaser) in connection with the conveyance by the Transferor (or, in the case of the Outstanding Receivables, by the Outgoing Purchaser) of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor (or, in the case of the Outstanding Receivables, of the Outgoing Purchaser) in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor (or, in the case of the Outstanding Receivables, by the Outgoing Purchaser) and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor (or, in the case of the Outstanding Receivables, by the Outgoing Purchaser) or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing the Outstanding 740293053.3 21668437 Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Additional Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable and each Outstanding Receivable sold to the Administrative Agent by the Outgoing Purchaser and included in Schedule II as an Eligible Receivable is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx an Originator to the Initial Purchaser, (B) the Initial Purchaser to the Transferor of all Xxxxx’x Initial Purchaser’s right, title and interest therein, and (C) with respect to (x) Outstanding Transferred Receivables, the Transferor to the Outgoing Purchaser of all the Transferor’s right, title and interest therein pursuant to the Existing Master Receivables Purchase Agreement and by the Outgoing Purchaser to the Administrative Agent (for the benefit of the Owners) hereunder of all the Outgoing Purchaser’s right, title and interest therein and (By) Additional Receivables, the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor (or, in the case of an Outstanding Receivable, the Outgoing Purchaser) shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement Agreement, each Bringdown Receivables File and each updated Receivables Schedule and Daily Receivables FileSchedule, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Amendment and Restatement Closing Date, all financing statements statements, financing statement amendments and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor (or, in the case of 740293053.3 21668437 the Outstanding Receivables, the Outgoing Purchaser) will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement Contract relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this AgreementAgreement or any other Related Documents; (i) the Transferor (or, in the case of the Outstanding Receivables, the Outgoing Purchaser) has caused the filing of all appropriate financing statements and financing statement amendments in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and Related Rights sold or assigned to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this AgreementAgreement and, in the case of the Outstanding Transferred Receivables and Related Rights, security interests granted and the related financing statements that have previously been filed in accordance with the Related Documents and that are being amended to designate the Administrative Agent (for the benefit of the Owners) as the secured party thereunder, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor Borrower hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred Lender on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as date of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list creation of such Transferred Receivables each Assigned Receivable that as of such date; : (ba) on the date each Receivable Borrower is conveyed to the Administrative Agent (for the benefit sole legal and beneficial owner of the Owners) by the Transferorsuch Assigned Receivable, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any LienLiens (except for the Liens pursuant hereto and each Supplemental Assignment); and no effective instrument or document covering all or any part of such Assigned Receivable or the related Underlying Contract and any related property or Collections with respect thereto, claim will at such time be on file against the Borrower in any filing or encumbrance recording office in the United States, Liberia, the Xxxxxxxx Islands and Greece or anywhere else, except such as have been filed in favor of any Person;the Lender in accordance with this Agreement. (ca) all authorizations, All consents, orders other than any such consent which could not affect the Eligible Obligor's obligation to pay on such Assigned Receivable, licenses, approvals or approvals of authorizations of, or registrations or declarations with with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor creation of Receivables to the Administrative Agent (for the benefit of the Owners) such Assigned Receivable have been duly obtained, effected or given and are in full force and effect;, and the Borrower has submitted all necessary documentation for, and has fulfilled all other applicable obligations for, the payment of such Assigned Receivable by the Eligible Obligor. (b) At the time of the pledge and assignment of such Assigned Receivable there has been no waiver or modification with respect to such Assigned Receivable or the related Underlying Contract, except such as are consistent with the usual and customary practices of the Borrower. (c) No amount payable to the Borrower under or in connection with such Assigned Receivable is evidenced by any Instrument. (d) this Agreement constitutes a valid sale, transfer Such Assigned Receivable and assignment to the Administrative Agent (for related Underlying Contract have not been and will not be financed by the benefit Borrower or any Affiliate of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all Borrower under any other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds;facility. (e) each Such Assigned Receivable sold was originated by the Borrower in the ordinary course of its business and was created, entered into or renewed in accordance with all, and does not contravene any, Requirements of Law applicable thereto, or any Contractual Obligation related thereto; the Borrower is not, and, to the Administrative Agent (for the benefit knowledge of the Owners) by Borrower, no other party to the Transferor is an Eligible Receivable;applicable sale giving rise to such Assigned Receivable is, in violation of any such Requirement of Law. (f) no selection procedures believed by No proceedings or investigations are pending or threatened adversely affecting the Transferor to be materially adverse to payment or enforceability of such Assigned Receivable or the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables;related Underlying Contract. (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx Each Underlying Contract is, to the Transferor knowledge of all Xxxxx’x rightthe Borrower, title the legal, valid and interest therein and binding obligation of the Account Debtor thereunder (B) the Transferor to the Administrative Agent (for the benefit extent of the Owners) of all terms thereof), enforceable against the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights Account Debtor in accordance with respect theretoits terms, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement;Liens. (ih) Such Assigned Receivable is an "account" or "general intangible" under the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against itUniform Commercial Code.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily DailyWeekly Receivables File delivered on such Addition Additionthe related Weekly Delivery Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries 736942168 19632398738387080 identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily DailyWeekly Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related 736942168 19632398738387080 Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Weekly Receivables File delivered on such Addition the related Weekly Delivery Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) if such Transferred Receivable is an EIP Dealer Receivable, the applicable EIP Dealer to Xxxxx or the applicable Other TMUS Originator, of all of such EIP Dealer’s right, title and interest therein, (B) if such Transferred Receivable was created by any Other TMUS Originator (or, with respect to any EIP Dealer Receivable, transferred and assigned to such Other TMUS Originator by the related EIP Dealer), such Other TMUS Originator to Xxxxx, of all of such Other TMUS Originator’s right, title and interest therein, (C) if such Transferred Receivable was created by Xxxxx or transferred and assigned to it from any Other TMUS Originator or any EIP Dealer, Xxxxx to the Transferor of all of Xxxxx’x right, title and interest therein therein, and (BBD) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Weekly Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to (i) this Agreement, (ii) if applicable, the Conveyancing Agreement, (iii) the Sale Agreement, and (iv) if applicable, the related EIP Dealer Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: : (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; ; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; ; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; ; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative -82- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; ; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; ; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; ; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; ; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; -83- 00000000 T-Mobile (iEIP) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.Third A&R RPAA NJ 231109207v1 736153181 19632398

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 9‑315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.

Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable T-Mobile (EIP) Third A&R RPAA upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation and which security interest is prior to all other Liens. Upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority perfected security or ownership interest in such Receivables and proceeds; (e) each Receivable sold to the Administrative Agent (for the benefit of the Owners) by the Transferor is an Eligible Receivable; (f) no selection procedures believed by the Transferor to be materially adverse to the interests of the Administrative Agent or any Funding Agent or Owner have been used in selecting such Receivables; (g) each Transferred Receivable has been the subject of a valid sale and assignment from (A) Xxxxx to the Transferor of all Xxxxx’x right, title and interest therein and (B) the Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s right, title and interest therein; (h) immediately prior to the transfer of a Transferred Receivable hereunder, the Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related Rights with respect thereto, free and clear of any Lien. This Agreement and each Receivables Schedule and Daily Receivables File, together with the financing statements filed in connection herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in each Transferred Receivable and in the Related Rights and Collections (to the extent provided by Section 9-315 9‑315 (or other applicable section of similar content) of the Relevant UCC) in respect thereof, free and clear of any Lien (other than Liens created by this Agreement). This Agreement, together with the Control Agreement(s) executed in connection herewith, are effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners, a valid and perfected first priority ownership or security interest in the Collection Account, and all amounts held, deposited or carried therein, free and clear of any Lien (except as created by this Agreement). On or prior to the Original Closing Date, all financing statements and other documents required to be recorded or filed in order to perfect the Administrative Agent’s interest (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees from the Transferor will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Credit Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect T-Mobile (EIP) Third A&R RPAA thereof or covering the Collection Account is on file in any recording office, except those filed pursuant to this Agreement; (i) the Transferor has caused 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 and Related Rights sold to the Administrative Agent (for the benefit of the Owners) under this Agreement; and (j) other than the security interest granted to the Administrative Agent (for the benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables, Related Rights or other components of the Transferred Assets; 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 Transferred Receivables and Related Rights other than any financing statement filed in connection with this Agreement; the Transferor is not aware of any judgment or tax lien filings against it.