Common use of Representations and Warranties of the Seller and the Purchaser Clause in Contracts

Representations and Warranties of the Seller and the Purchaser. Each of the Seller and the Purchaser represent and warrant as of the date of this Amendment as follows: (a) it is duly organized, validly existing as a limited liability company and in good standing under the laws of the state of its formation, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted; (b) it is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions, in which the ownership or lease of its property or the conduct of its business requires such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license or approval could not reasonably be expected to result in a Material Adverse Effect; (c) it (i) has the power and authority to execute and deliver this Amendment and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Amendment; (d) all approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution, delivery and performance by it of this Amendment have been obtained; (e) the consummation of this Amendment will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its certificate of formation, limited liability company agreement or other constituent documents or any Contractual Obligation of it, (ii) result in the creation or imposition of any Lien upon any of its properties, other than Liens permitted or created pursuant to the Transaction Documents or (iii) violate any Applicable Law; in each case, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect with respect to it; (f) this Amendment has been duly executed and delivered by it; and (g) this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.