Common use of Required Rating Agency Representations Clause in Contracts

Required Rating Agency Representations. To the extent this Assignment constitutes a grant of a security interest, with respect to existing Receivables in the Additional Accounts: (i) This Assignment creates a valid and continuing security interest (as defined in the UCC) in such Receivables and proceeds thereof and Insurance Proceeds relating thereto in favor of the Trustee, which security interest is prior to all other Liens (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement), and is enforceable as such as against creditors of and purchasers from the Transferor; (ii) Such Receivables constitute “accounts” within the meaning of the UCC; (iii) Transferor owns and has good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement); (iv) 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 jurisdiction under applicable law in order to perfect the security interest in such Receivables granted to the Trustee hereunder; (v) Other than the security interest granted to the Trustee pursuant to this Assignment, Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of such Receivables and has not authorized the filing of and is not aware of any financing statements against Transferor that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted the Trustee hereunder or (ii) that has been terminated and Transferor is not aware of any judgment or tax lien filings against Transferor; (vi) The representations made in clauses (i) through (v) above will be true with respect to Receivables hereafter created in respect of Additional Accounts designated hereby upon such creation; and (vii) Transferor confirms and agrees that the foregoing representations and warranties shall survive the execution and delivery of this Assignment and that any breach thereof may not be waived without prior written confirmation from each Rating Agency that none of its ratings on outstanding Investor Certificates or related commercial paper shall be adversely affected by such waiver.

Required Rating Agency Representations. To the extent this Assignment constitutes a grant of a security interest, with respect to existing Receivables in the Additional Accounts: (i) This Assignment creates a valid and continuing security interest (as defined in the UCC) in such Receivables and proceeds thereof and Insurance Proceeds relating thereto in favor of the TrusteeIssuer, which security interest is prior to all other Liens (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement), and is enforceable as such as against creditors of and purchasers from the Transferor; (ii) Such Receivables constitute “accounts” within the meaning of the UCC; (iii) Transferor owns and has good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement); (iv) 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 jurisdiction jurisdictions under applicable law in order to perfect the security interest in such Receivables granted to the Trustee Issuer hereunder; (v) Other than the security interest granted to the Trustee Issuer pursuant to this Assignment, Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of such Receivables and has not authorized the filing of and is not aware of any financing statements against Transferor that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted the Trustee to Issuer hereunder or (ii) that has been terminated and Transferor is not aware of any judgment or tax lien filings against Transferor; (vi) The representations made in clauses (i) through (v) above will be true with respect to Receivables hereafter created in respect of Additional Accounts designated hereby upon such creation; and (vii) Transferor confirms and agrees that the foregoing representations and warranties shall survive the execution and delivery of this Assignment and that any breach thereof may not be waived without prior written confirmation from each Rating Agency that none of its ratings on outstanding Investor Certificates Notes or related commercial paper shall be adversely affected by such waiver.

Required Rating Agency Representations. To the extent this Assignment constitutes a grant of a security interest, with respect to existing Receivables in the Additional Accounts: (i) This Assignment creates a valid and continuing security interest (as defined in the UCC) in such Receivables and proceeds thereof and Insurance Proceeds relating thereto in favor of the TrusteeIssuer, which security interest is prior to all other Liens (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement), and is enforceable as such as against creditors of and purchasers from the Transferor; (ii) Such Receivables constitute “"accounts” " within the meaning of the UCC; (iii) Transferor owns and has good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement); (iv) 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 jurisdiction jurisdictions under applicable law in order to perfect the security interest in such Receivables granted to the Trustee Issuer hereunder; (v) Other than the security interest granted to the Trustee Issuer pursuant to this Assignment, Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of such Receivables and has not authorized the filing of and is not aware of any financing statements against Transferor that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted the Trustee to Issuer hereunder or (ii) that has been terminated and Transferor is not aware of any judgment or tax lien filings against Transferor; (vi) The representations made in clauses (i) through (v) above will be true with respect to Receivables hereafter created in respect of Additional Accounts designated hereby upon such creation; and (vii) Transferor confirms and agrees that the foregoing representations and warranties shall survive the execution and delivery of this Assignment and that any breach thereof may not be waived without prior written confirmation from each Rating Agency that none of its ratings on outstanding Investor Certificates Notes or related commercial paper shall be adversely affected by such waiver.

Required Rating Agency Representations. To the extent this Assignment constitutes a grant of a security interest, with respect to existing Receivables in the Additional Accounts: (i) This Assignment creates a valid and continuing security interest (as defined in the UCC) in such Receivables and proceeds thereof and Insurance Proceeds relating thereto in favor of the Trustee, which security interest is prior to all other Liens (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement), and is enforceable as such as against creditors of and purchasers from the Transferor; (ii) Such Receivables constitute “"accounts” " within the meaning of the UCC; (iii) Transferor owns and has good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person (except Liens permitted under Subsection 2.05(b) of the Pooling and Servicing Agreement); (iv) 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 jurisdiction jurisdictions under applicable law in order to perfect the security interest in such Receivables granted to the Trustee hereunder; (v) Other than the security interest granted to the Trustee pursuant to this Assignment, Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of such Receivables and has not authorized the filing of and is not aware of any financing statements against Transferor that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted the Trustee hereunder or (ii) that has been terminated and Transferor is not aware of any judgment or tax lien filings against Transferor; (vi) The representations made in clauses (i) through (v) above will be true with respect to Receivables hereafter created in respect of Additional Accounts designated hereby upon such creation; and (vii) Transferor confirms and agrees that the foregoing representations and warranties shall survive the execution and delivery of this Assignment and that any breach thereof may not be waived without prior written confirmation from each Rating Agency that none of its ratings on outstanding Investor Certificates or related commercial paper shall be adversely affected by such waiver.