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

Representations and Warranties as to the Receivables. (a) The RPA Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement and has consented to the assignment by the Seller to the Issuer of the Seller’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer hereunder and the pledge of such Receivables to the Indenture Trustee under the Indenture. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities) together with all rights of the Seller with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.

Representations and Warranties as to the Receivables. (a) The RPA Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement and has consented to the assignment by the Seller to the Issuer of the Seller’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer hereunder and the pledge of such Receivables to the Indenture Trustee under the Indenture. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities) together with all rights of the Seller with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with the Receivables Purchase AgreementAgreement as of the Cutoff Date. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.

Representations and Warranties as to the Receivables. (a) The RPA Pursuant to Section 2.01(e), the Seller has made each assigns to the Issuer all of its right, title and interest in, to and under the Pooling and Servicing Agreement. Such assigned right, title and interest includes the representations and warranties set forth in Exhibit A of GMAC made to the Receivables Purchase Agreement Seller pursuant to Section 4.01 of the Pooling and has consented to the assignment by the Servicing Agreement. The Seller hereby represents and warrants to the Issuer of that the Seller’s rights with respect thereto. Such Seller has taken no action which would cause such representations and warranties speak of GMAC to be false in any material respect as of the respective dates set forth thereinInitial Closing Date, with respect to the Initial Receivables, and as of the related Additional Closing Date, with respect to the Additional Receivables. The Seller further acknowledges that the Issuer relies on the representations and warranties of the Seller under this Agreement and of GMAC under the Pooling and Servicing Agreement in accepting the Receivables in trust and executing and delivering the Notes and the Certificates. The foregoing representation and warranty speaks as of the Initial Closing Date with respect to the Initial Receivables, and as of the related Additional Closing Date, with respect to the Additional Receivables, but shall survive the sale, transfer and assignment of the Receivables to the Issuer hereunder and the pledge of such Receivables thereof to the Indenture Trustee under pursuant to the Indenture. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities) together with all rights of the Seller with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.

Representations and Warranties as to the Receivables. (a) The RPA Pursuant to Section 2.01(e), the Seller has made each assigns to the Issuer all of its right, title and interest in, to and under the Pooling and Servicing Agreement. Such assigned right, title and interest includes the representations and warranties set forth in Exhibit A of GMAC made to the Receivables Purchase Agreement Seller pursuant to Section 4.01 of the Pooling and has consented to the assignment by the Servicing Agreement. The Seller hereby represents and warrants to the Issuer of that the Seller’s rights with respect thereto. Such Seller has taken no action which would cause such representations and warranties speak of GMAC to be false in any material respect as of the respective dates set forth thereinInitial Closing Date, with respect to the Initial Receivables, and as of the related Additional Closing Date, with respect to the Additional Receivables. The Seller further acknowledges that the Issuer relies on the representations and warranties of the Seller under this Agreement and of GMAC under the Pooling and Servicing Agreement in accepting the Receivables in trust and executing and delivering the Notes and the Certificates. The foregoing representation and warranty speaks as of the Initial Closing Date, with respect to the Initial Receivables, and as of the related Additional Closing Date, with respect to the Additional Receivables, but shall survive the sale, transfer and assignment of the Receivables to the Issuer hereunder and the pledge of such Receivables thereof to the Indenture Trustee under pursuant to the Indenture. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities) together with all rights of the Seller with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.

Representations and Warranties as to the Receivables. (a) The RPA Seller has made each of the representations and warranties set forth in Exhibit A to the Receivables Purchase Agreement and has consented to the assignment by the Seller to the Issuer of the Seller’s rights with respect thereto. Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer hereunder and the pledge of such Receivables to the Indenture Trustee under the Indenture. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller therein as set forth in Exhibit A to the Receivables Purchase Agreement (Agreement, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities) , together with all rights of the Seller with respect to any breach thereof, including the right to require the RPA Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.