Common use of Representations and Warranties of the Portfolio Manager Clause in Contracts

Representations and Warranties of the Portfolio Manager. The Portfolio Manager hereby represents and warrants to the Issuer as follows: (a) The Portfolio Manager is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Agreement or the Collateral Administration Agreement (together, the “Manager Documents”) would require such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager, or on the ability of the Portfolio Manager to perform its obligations under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager. (b) The Portfolio Manager has full power and authority to execute and deliver each of the Manager Documents and to perform all of its obligations required thereunder and under the provisions of the Indenture applicable to the Portfolio Manager, and has taken all necessary action to authorize each of the Manager Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of each of the Manager Documents and all obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (c) Each of the Manager Documents has been executed and delivered by a duly authorized officer of the Portfolio Manager, and each of the Manager Documents constitutes the valid and legally binding obligations of the Portfolio Manager enforceable against the Portfolio Manager in accordance with its terms, subject to (i) bankruptcy, insolvency, winding-up, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent of any other Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Portfolio Manager in connection with the Manager Documents or the execution, delivery, performance, validity and enforceability of the Manager Documents or the obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (e) The Portfolio Manager is not in violation of any applicable federal or state securities law or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Portfolio Manager, threatened in writing that, if determined adversely to the Portfolio Manager, would have a material adverse effect upon the performance by the Portfolio Manager of its duties under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager hereunder. (f) The execution, delivery and performance of the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager and the documents and instruments required thereunder or under the terms of the Indenture will not violate any provision of any existing law or regulation binding on the Portfolio Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Portfolio Manager, or the Governing Instruments of, or any securities issued by the Portfolio Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Portfolio Manager is a party or by which the Portfolio Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager or its ability to perform its obligations under the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager. (g) The Portfolio Manager is not in violation of its governing instruments, or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Portfolio Manager or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of the Manager Documents or the provisions of the Indenture applicable to the Portfolio Manager, or the performance by the Portfolio Manager of its duties thereunder. (h) The information included in the Offering Circular in the section entitled “Risk Factors—Relating to the Portfolio Manager”, “Risk Factors—Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager and its Affiliates and clients”, “Risk Factors—Relating to the Portfolio Manager” and “The Portfolio Manager” and, in each case, the subheadings thereunder (collectively, the “Manager Information”) is, as of the date of the Offering Circular and as of the Closing Date, true in all material respects, and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such information is the only information supplied by the Portfolio Manager for inclusion in the Offering Circular.

Representations and Warranties of the Portfolio Manager. The Portfolio Manager hereby represents and warrants to the Issuer as follows: (a) The Portfolio Manager is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Agreement or the Collateral Administration Agreement (together, the “Manager Documents”) would require such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager, or on the ability of the Portfolio Manager to perform its obligations under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager. (b) The Portfolio Manager has full power and authority to execute and deliver each of the Manager Documents and to perform all of its obligations required thereunder and under the provisions of the Indenture applicable to the Portfolio Manager, and has taken all necessary action to authorize each of the Manager Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of each of the Manager Documents and all obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (c) Each of the Manager Documents has been executed and delivered by a duly authorized officer of the Portfolio Manager, and each of the Manager Documents constitutes the valid and legally binding obligations of the Portfolio Manager enforceable against the Portfolio Manager in accordance with its terms, subject to (i) bankruptcy, insolvency, winding-up, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent of any other Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Portfolio Manager in connection with the Manager Documents or the execution, delivery, performance, validity and enforceability of the Manager Documents or the obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (e) The Portfolio Manager is not in violation of any applicable federal or state securities law or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Portfolio Manager, threatened in writing that, if determined adversely to the Portfolio Manager, would have a material adverse effect upon the performance by the Portfolio Manager of its duties under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager hereunder. (f) The execution, delivery and performance of the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager and the documents and instruments required thereunder or under the terms of the Indenture will not violate any provision of any existing law or regulation binding on the Portfolio Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Portfolio Manager, or the Governing Instruments of, or any securities issued by the Portfolio Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Portfolio Manager is a party or by which the Portfolio Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager or its ability to perform its obligations under the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager. (g) The Portfolio Manager is not in violation of its governing instruments, or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Portfolio Manager or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of the Manager Documents or the provisions of the Indenture applicable to the Portfolio Manager, or the performance by the Portfolio Manager of its duties thereunder. (h) The information included in the Offering Circular in the section entitled “Risk Factors—Relating to the Portfolio Manager”, “Risk Factors—Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager and its Affiliates and clients”, “Risk Factors—Relating to the Portfolio Manager” and “The Portfolio Manager” and, in each case, the subheadings thereunder (collectively, the “Manager Information”) is, as of the date of the Offering Circular and as of the Closing Date, true in all material respects, and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such information is the only information supplied by the Portfolio Manager for inclusion in the Offering Circular. (i) The Portfolio Manager is not required to register as an investment adviser with the SEC.

Representations and Warranties of the Portfolio Manager. The Portfolio Manager hereby represents and warrants to the Issuer as follows: (a) The Portfolio Manager is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own its assets and to transact the business in which it is currently engaged and is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of this Agreement or the Collateral Administration Agreement (together, the “Manager Documents”) would require such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager, or on the ability of the Portfolio Manager to perform its obligations under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager. (b) The Portfolio Manager has full power and authority to execute and deliver each of the Manager Documents and to perform all of its obligations required thereunder and under the provisions of the Indenture applicable to the Portfolio Manager, and has taken all necessary action to authorize each of the Manager Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of each of the Manager Documents and all obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (c) Each of the Manager Documents has been executed and delivered by a duly authorized officer of the Portfolio Manager, and each of the Manager Documents constitutes the valid and legally binding obligations of the Portfolio Manager enforceable against the Portfolio Manager in accordance with its terms, subject to (i) bankruptcy, insolvency, winding-up, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent of any other Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Portfolio Manager in connection with the Manager Documents or the execution, delivery, performance, validity and enforceability of the Manager Documents or the obligations required thereunder and under the terms of the Indenture applicable to the Portfolio Manager. (e) The Portfolio Manager is not in violation of any applicable federal or state securities law or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Portfolio Manager, threatened in writing that, if determined adversely to the Portfolio Manager, would have a material adverse effect upon the performance by the Portfolio Manager of its duties under, or on the validity or enforceability of, the Manager Documents and the provisions of the Indenture applicable to the Portfolio Manager hereunder. (f) The execution, delivery and performance of the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager and the documents and instruments required thereunder or under the terms of the Indenture will not violate any provision of any existing law or regulation binding on the Portfolio Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Portfolio Manager, or the Governing Instruments of, or any securities issued by the Portfolio Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Portfolio Manager is a party or by which the Portfolio Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Portfolio Manager or its ability to perform its obligations under the Manager Documents and the terms of the Indenture applicable to the Portfolio Manager. (g) The Portfolio Manager is not in violation of its governing instrumentsGoverning Instruments, or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Portfolio Manager or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of the Manager Documents or the provisions of the Indenture applicable to the Portfolio Manager, or the performance by the Portfolio Manager of its duties thereunder. (h) The information included in the Offering Circular in the section entitled “Risk Factors—Relating to the Portfolio Manager”, “Risk Factors—Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager and its Affiliates affiliates and clients”, “Risk Factors—Relating to the Portfolio Manager” and “The Portfolio Manager” and, in each case, the subheadings thereunder (collectively, the “Manager Information”) is, as of the date of the Offering Circular and as of the Closing DateCircular, true in all material respects, and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such information is the only information supplied by the Portfolio Manager for inclusion in the Offering Circular. (i) The Portfolio Manager is not required to register as an investment adviser with the SEC.