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

Representations and Warranties of the Lenders. Each Lender represents and warrants to the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor and the Servicer, that: (a) such Lender is duly authorized to enter into and perform this Agreement and has duly executed and delivered this Agreement; (b) this Agreement constitutes the legal, valid and binding obligation of such Lender, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership and other laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors' rights and remedies as the same may be applied in the event of the bankruptcy, insolvency, reorganization, conservatorship, receivership or liquidation or a similar event of such Lender or a moratorium applicable to the Lender and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (c) no consent or approval of or other action by any Governmental Authority having jurisdiction over the Lender is required in connection with the execution, delivery or performance by such Lender of this Agreement; (d) either (i) it is properly classified as, and will remain classified as, a "corporation" as described in Code Section 7701(a)(3) and is not, and will not become, an "S corporation" under Code Section 1361, or (ii) neither (x) 40% or more of the value of any beneficial owner's interest in the Lender is attributable to the Lender's Loan nor (y) its acquisition of the Loan is for the purpose of permitting the Trust to avoid the 100-partner limitation of Treasury Regulation Section 1.7704-1(h)(3)(ii) in the event the Trust is characterized as a partnership for federal income tax purposes; and (e) the execution, delivery and performance of each of this Agreement and any other Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court or other judicial authority to which it is subject, its articles of association or by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on such Lender, its ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party).

Representations and Warranties of the Lenders. Each Lender represents and warrants to the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor and the Servicer, that: (a) such Lender is duly authorized to enter into and perform this Agreement and has duly executed and delivered this Agreement; (b) this Agreement constitutes the legal, valid and binding obligation of such Lender, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership and other laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors' rights and remedies as the same may be applied in the event of the bankruptcy, insolvency, reorganization, conservatorship, receivership or liquidation or a similar event of such Lender or a moratorium applicable to the Lender and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (c) no consent or approval of or other action by any Governmental Authority having jurisdiction over the Lender is required in connection with the execution, delivery or performance by such Lender of this Agreement; (d) either (i) it is properly classified as, and will remain classified as, a "corporation" as described in Code Section 7701(a)(3) and is not, and will not become, an "S corporation" under Code Section 1361, or (ii) neither (x) 40% or more substantially all of the value of any beneficial owner's interest in the Lender is attributable to the Lender's Loan nor (y) its acquisition of the Loan is for the purpose of permitting the Trust to avoid the 100-partner limitation of Treasury Regulation Section 1.7704-1(h)(3)(ii) in the event the Trust is characterized as a partnership for federal income tax purposes; and (e) the execution, delivery and performance of each of this Agreement and any other Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court or other judicial authority to which it is subject, its articles of association or by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on such Lender, its ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party).