Common use of Valid Conveyance and Assignment; Eligibility of Receivables Clause in Contracts

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser as of the Initial Closing Date and as of the Effective Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) This Agreement constitutes either (A) a valid sale to the Purchaser of all right, title and interest of the Seller in and to the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, and such property will be held by the Purchaser free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the Purchaser, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser in such property, upon the filing of the financing statements described in Section 1.1 and in the case of the Receivables hereafter created, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). (ii) Each Receivable then existing has been Conveyed to the Purchaser free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iii) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been (v) As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or such applicable Addition Cut Off Date.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser Trust as of the Initial Closing Date and as of the Effective Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) This Agreement constitutes either (A) a valid sale to the Purchaser Trust of all right, title and interest of the Seller in and to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, and such property will be held by the Purchaser Trust free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the PurchaserTrust, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser Trust in such property, upon the filing of the financing statements described in Section 1.1 2.1 and in the case of the Receivables hereafter created, all monies due or to be become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the such Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). Neither the Seller nor any Person claiming through or under the Seller shall have any claim to or interest in the Collection Account or any Series Account, except for the Seller’s rights to receive interest accruing on, and investment earnings in respect of, the Collection Account, as provided in this Agreement (and, if applicable, any Series Account as provided in any Supplement or any Receivables Purchase Agreement), the rights of the Originator to be paid Deferred Originator Payments as specified herein and, to the extent that this Agreement constitutes the grant of a security interest in such property, except for the interest of the Seller in such property as a debtor for purposes of the UCC as in effect in any applicable jurisdiction. (ii) Each Receivable is an Eligible Receivable. (iii) Each Receivable then existing has been Conveyed to the Purchaser Trust free and clear of any Lien of any Person claiming through or under the Seller Seller, the Originator, or any of its their Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iiiiv) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser Trust have been duly obtained, effected or given and are in full force and effect. (ivv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has beenbeen Conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a)(i) are true and correct with respect to each Receivable created on such day as if made on such day. (vvi) As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e2.6(d)(ii), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or such applicable Addition Cut Off Date, and as of the Initial Cut Off Date, the aggregate amount of Receivables in all the Accounts was $45,431,401 of which $45,431,401 were Principal Receivables.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser as of the Initial Closing Date and as of the Effective Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) This Agreement constitutes either (A) a valid sale to the Purchaser of all right, title and interest of the Seller in and to the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, and such property will be held by the Purchaser free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the Purchaser, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser in such property, upon the filing of the financing statements described in Section 1.1 and in the case of the Receivables hereafter created, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). (ii) Each Receivable then existing has been Conveyed to the Purchaser free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iii) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser have been duly obtained, effected or given and are in full force and effect. (iv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has beenbeen Conveyed to the Purchaser in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.2(a)(i) are true and correct with respect to each Receivable created on such day as if made on such day. (v) As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or such applicable Addition Cut Off Date.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser Trust as of the Initial Closing Date, the Effective Date and as of the Effective Amendment Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) This Agreement constitutes either (A) a valid sale to the Purchaser Trust of all right, title and interest of the Seller in and to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of , (ii) Each Receivable is an Eligible Receivable. (iii) Each Receivable then existing has been Conveyed to the foregoing, and such property will be held by the Purchaser Trust free and clear of any Lien of any Person claiming through or under the Seller Seller, the Originator, or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the Purchaser, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser in such property, upon the filing of the financing statements described in Section 1.1 and in the case of the Receivables hereafter created, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). (ii) Each Receivable then existing has been Conveyed to the Purchaser free and clear of any Lien of any Person claiming through or under the Seller or any of its their Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iiiiv) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser Trust have been duly obtained, effected or given and are in full force and effect. (ivv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has beenbeen Conveyed to the Trust in compliance, in all material respects, with all Requirements of (vvi) As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e2.6(d)(ii), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or such applicable Addition Cut Off Date, and as of the Initial Cut Off Date, the aggregate amount of Receivables in all the Accounts was $45,431,401 of which $45,431,401 were Principal Receivables.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller Transferor hereby represents and warrants to the Purchaser Issuer as of each Closing Date, the Initial Closing Date and Certificate Trust Termination Date, or as of the Effective Date, and with respect to any Additional Accounts, as of the related Addition Dateeach other date specified below: (i) This Agreement constitutes either (A) a valid first-priority perfected sale to the Purchaser Issuer of all right, title and interest of the Seller Transferor in and to the Collateral Certificate and in and to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Issuer, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, and such property will be held by the Purchaser Issuer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliatesother than Permitted Liens, or (B) a grant of a perfected security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the PurchaserIssuer, which is enforceable now with respect to the Collateral Certificate and which is enforceable, in either case, upon the Certificate Trust Termination Date with respect to the Receivables now existing and hereafter created and arising from time to time in connection with on the AccountsCertificate Trust Termination Date, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser Issuer in such property, upon the filing of the financing statements described in Section 1.1 2.1 and in the case of the Receivables hereafter created, all monies due or to be become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the such Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser Issuer shall have a first first-priority perfected security interest in such property (subject to Section 9-306 315 of the UCC as in effect in any applicable jurisdiction). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account or any Series Account, except for the Transferor’s rights to receive interest accruing on, and investment earnings in respect of, the Collection Account, as provided in this Agreement (and, if applicable, any Series Account as provided in any Indenture Supplement), to the extent that this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in any applicable jurisdiction. (ii) Each Receivable Conveyed to the Issuer is an Eligible Receivable. (iii) On and after the Certificate Trust Termination Date, each Receivable then existing has been Conveyed to the Purchaser Issuer free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the SellerTransferor. (iiiiv) With respect to each Receivable, all All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller Transferor in connection with the Conveyance of such the Collateral Certificate and each Receivable to the Purchaser Issuer have been duly obtained, effected or given and are in full force and effect. (ivv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has beenbeen Conveyed to the Issuer in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the Conveyance of such Receivable to the Issuer have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a)(i) are true and correct with respect to each Receivable created on such day as if made on such day. (vvi) As of the Initial Cut Off Date, and, date any Account Schedule is delivered pursuant to Section 2.1 in connection with respect to Additional the addition of Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e)such Account Schedule, is an accurate and complete listing in all material respects of all the related Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of such specified date. (vii) The transfer and assignment of the Initial Cut Off Date Collateral Certificate herein contemplated constitutes either (x) a sale of the Collateral Certificate from the Transferor to the Issuer, or such (y) a grant of a perfected security interest therein from Transferor to Issuer. The Collateral Certificate has not been sold, transferred, assigned or pledged by Transferor to any Person other than pursuant to this Agreement. Immediately prior to the transfer and assignment herein contemplated, Transferor had good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others and, immediately upon the transfer thereof, Issuer shall have good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others or a first-priority perfected security interest therein; and the transfer has been perfected under the UCC. Transferor has no knowledge of any current statutory or other non-consensual liens to which the Collateral Certificate is subject. (viii) All actions necessary under the applicable Addition Cut Off DateUCC in any jurisdiction to be taken (A) to give Issuer a first-priority perfected security interest or ownership interest in the Collateral Certificate, and (B) to give Indenture Trustee a first-priority perfected security interest in the Collateral (including, without limitation, UCC filings with the Delaware Secretary of State), in each case subject to any Permitted Liens, have been taken.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller Transferor hereby represents and warrants to the Purchaser Trust as of the Initial Closing Date and as of the Effective Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) : This Agreement constitutes either (A) a valid sale to the Purchaser Trust of all right, title and interest of the Seller Transferor in and to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreements, and all proceeds of the foregoing, and such property will be held by the Purchaser Trust free and clear of any Lien (other than Permitted Liens) of any Person claiming through or under the Seller Transferor or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the PurchaserTrust, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreements, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser Trust in such property, upon the filing of the financing statements described in Section 1.1 2.1 and in the case of the Receivables hereafter created, all monies due or to be become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the such Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 315 of the UCC as in effect in any applicable jurisdiction). . Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings in respect of, the Collection Account, as provided in this Agreement (ii) and, if applicable, any Series Account as provided in any Supplement),to the extent that this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in any applicable jurisdiction. Each Receivable is an Eligible Receivable. Each Receivable then existing has been Conveyed to the Purchaser Trust free and clear of any Lien (other than Permitted Liens) of any Person claiming through or under the Seller Transferor, the Originator, or any of its their Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iii) Transferor. With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller Transferor in connection with the Conveyance of such Receivable to the Purchaser Trust have been duly obtained, effected or given and are in full force and effect. (iv) . On each day on which any new Receivable is created, the Seller Transferor shall be deemed to represent and warrant to the Purchaser Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has been been Conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Transferor, (vC) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the Conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in Section 2.4(a)(i) are true and correct with respect to each Receivable created on such day as if made on such day. As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Datelast day of the Due Period in which such Additional Accounts were Conveyed to the Trust, Schedule 1 I to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(eSection 2.6(b)(i), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or the last day of such applicable Addition Due Period, and as of the Initial Cut Off Date, the aggregate amount of Receivables in all the Accounts was $271,846,364.20 of which $263,169,716.38 were Principal Receivables.

Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser Trust as of the Initial Closing Date, the Effective Date and as of the Effective Amendment Date, and with respect to any Additional Accounts, as of the related Addition Date: (i) This Agreement constitutes either (A) a valid sale to the Purchaser Trust of all right, title and interest of the Seller in and to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, and such property will be held by the Purchaser Trust free and clear of any Lien of any Person claiming through or under the Seller or any of its Affiliates, or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the PurchaserTrust, which is enforceable with respect to the Receivables now existing and hereafter created and arising from time to time in connection with the AccountsAccounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of the foregoing, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Purchaser Trust in such property, upon the filing of the financing statements described in Section 1.1 2.1 and in the case of the Receivables hereafter created, all monies due or to be become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the such Receivables, and the proceeds of the foregoing, upon such creation, the Purchaser Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). Neither the Seller nor any Person claiming through or under the Seller shall have any claim to or interest in the Collection Account or any Series Account, except for the Seller's rights to receive interest accruing on, and investment earnings in respect of, the Collection Account, as provided in this Agreement (and, if applicable, any Series Account as provided in any Supplement or any Receivables Purchase Agreement),to the extent that this Agreement constitutes the grant of a security interest in such property, except for the interest of the Seller in such property as a debtor for purposes of the UCC as in effect in any applicable jurisdiction. (ii) Each Receivable is an Eligible Receivable. (iii) Each Receivable then existing has been Conveyed to the Purchaser Trust free and clear of any Lien of any Person claiming through or under the Seller Seller, the Originator, or any of its their Affiliates and in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iiiiv) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Purchaser Trust have been duly obtained, effected or given and are in full force and effect. (ivv) On each day on which any new Receivable is created, the Seller shall be deemed to represent and warrant to the Purchaser Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each Receivable created on such day has beenbeen Conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Seller, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a)(i) are true and correct with respect to each Receivable created on such day as if made on such day. (vvi) As of the Initial Cut Off Date, and, with respect to Additional Accounts, as of the related Addition Cut Off Date, Schedule 1 to this Agreement and the related computer file or microfiche or written list referred to in subsection 2.4(e2.6(d)(ii), is an accurate and complete listing in all material respects of all the Accounts, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut Off Date or such applicable Addition Cut Off Date, and as of the Initial Cut Off Date, the aggregate amount of Receivables in all the Accounts was $45,431,401 of which $45,431,401 were Principal Receivables.