Common use of Representations and Warranties of the Assignee Clause in Contracts

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party other than those contained in the Sale and Servicing Agreement or this Assignment Agreement. (b) it is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement. (c) this Assignment Agreement has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party other than those contained in the Sale and Servicing Agreement or this Assignment Agreement. (b) it is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement. (c) this Assignment Agreement has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) it The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor Assignor, the Seller or the Responsible Party Servicer other than those contained in the Sale and Servicing Agreement Agreements or this Assignment Agreement. (b) it The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing AgreementAgreements. (c) this This Assignment Agreement has been duly authorized, executed and delivered by it the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) it The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party Servicer other than those contained in the Sale and Servicing Agreement Agreements or this Assignment Agreement. (b) it The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing AgreementAgreements. (c) this This Assignment Agreement has been duly authorized, executed and delivered by it the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party Servicer other than those contained in the Sale and Purchase Agreements, the PPTL Agreements, the Servicing Agreement or this Assignment Agreement. (b) The Assignee hereto represents and warrants that it is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement. (c) The Assignee hereto represents and warrants that this Assignment Agreement has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party Servicer other than those contained in the Sale and Servicing Agreement or this Assignment Agreement. (b) it is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement. (c) this Assignment Agreement has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) it The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor Assignor, the Seller or the Responsible Party Servicer other than those contained in the Sale Purchase and Servicing Agreement Agreements or this Assignment Agreement. (b) it The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale Purchase and Servicing AgreementAgreements. (c) this This Assignment Agreement has been duly authorized, executed and delivered by it the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) it The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Responsible Party Seller other than those contained in the Sale and Servicing Agreement or this Assignment Agreement. (b) it The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement. (c) this This Assignment Agreement has been duly authorized, executed and delivered by it the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).