Common use of Representations and Warranties of Master Servicer Clause in Contracts

Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. (f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second Amended and Restated Servicing Agreement

Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, Servicing Agreement reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ ' rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. (f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second Amended and Restated Servicing Agreement

Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. (f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second Amended and Restated Servicing Agreement.

Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. (f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second 16 Amended and Restated Servicing Agreement

Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ ' rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. (f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second Amended and Restated Servicing Agreement.