Common use of REPRESENTATIONS AND WARRANTIES OF THE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE. Guarantor. The Guarantor represents and warrants to the Obligee that: 2.1 the Guarantor is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation with full corporate power and authority to conduct its business as the same is presently conducted; 2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Guarantee has been duly authorized by all necessary action, corporate or other, on the part of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default under, any other agreement or undertaking by the Guarantor or by which it or any of its property is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Guarantor in connection with the execution, delivery and performance by it of each Loan Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations required (i) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charter, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence have been obtained or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues; (i) no written representation, warranty or statement made or other document provided by the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projections, if any, prepared by the Guarantor and made available to the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Guarantor's control, and that no assurances can be given that any such projections will be realized);

REPRESENTATIONS AND WARRANTIES OF THE. Guarantor(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. The Guarantor represents and warrants to the Obligee that: 2.1 the Each Guarantor is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full organization. (b) The execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which it is a party and which are delivered hereunder and the consummation of the transactions contemplated hereby and thereby, are within the Borrower's or such Guarantor's corporate power and authority to conduct its business as the same is presently conducted; 2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Guarantee has powers, have been duly authorized by all necessary corporate action, corporate and do not contravene (i) the Borrower's or othersuch Guarantor's charter, regulations or by-laws, as applicable, or (ii) law or any contractual restriction binding on the part of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time Borrower or such Guarantor. (c) No authorization or approval or other action by, and no notice to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default underfiling with, any other agreement governmental authority or undertaking by the Guarantor or by which it regulatory body or any of its property other third party is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability required for the payment of which has been incurred by the Guarantor in connection with the due execution, delivery and performance by it the Borrower or any Guarantor of each any Loan Document to which it is or will be a party, have been paid (or provided except for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissionsthose authorizations, approvals, registrations or authorizations or declarations required (iactions, notices and filings listed on Schedule 4.01(c) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charterhereto, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence all of which have been obtained duly obtained, taken, given or made and are in full force and effect;. 2.11 (d) This Agreement has been, and each of the other Loan Documents to which it is a party, will have been, duly executed and delivered by the Borrower. The Guarantee Agreement has not taken any corporate action nor been duly executed and delivered by each Guarantor. This Agreement and the Guarantee Agreement are, and each of the other Loan Documents, when delivered hereunder, will be, the legal, valid and binding obligation of the Borrower and each Guarantor party thereto, as the case may be, enforceable against the Borrower and such Guarantor, as the case may be, in accordance with their respective terms. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 28, 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended, accompanied by an opinion of Coopers & Lybrand, L.L.P., indxxxxxxxt public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 22, 1997, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 22, 1997, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its knowledge have any other steps Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 28, 1996, there has been taken or legal proceedings been started no Material Adverse Change. (f) There is no pending or threatened against it for action, suit, investigation, litigation or proceeding affecting the Borrower or any of its winding-upSubsidiaries before any court, dissolution governmental agency or reorganization arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of the Loan Documents or the consummation of the transactions contemplated hereby and thereby. (g) Neither the Borrower nor any Guarantor is engaged in the business of extending credit for the appointment purpose of a receiverpurchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), administrative receiver, administrator, trustee or similar officer and no proceeds of it any Advance or of any Letter of Credit will be used to purchase or all carry any margin stock or to extend credit to others for the purpose of its respective assets and revenues;purchasing or carrying any margin stock. (h) Neither the Borrower nor any Guarantor is (i) no written representationan "investment company", warranty within the meaning of the Investment Company Act of 1940, as amended or statement made or other document provided by the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projectionsa "holding company" as defined in, if any, prepared by the Guarantor and made available to the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are or subject to significant uncertainties and contingenciesregulation under, many the Public Utility Holding Company Act of which are beyond the Guarantor's control1935, and that no assurances can be given that any such projections will be realized);as amended.

REPRESENTATIONS AND WARRANTIES OF THE. GuarantorDepositor as to the ------------------------------------------------------------ Mortgage Loans. --------------- The Guarantor Depositor hereby represents and warrants to the Obligee thatTrustee and the NIMS Insurer with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date: 2.1 (i) Immediately prior to the Guarantor transfer and assignment contemplated herein, the Depositor was the sole owner and holder of the Mortgage Loans. The Mortgage Loans were not assigned or pledged by the Depositor and the Depositor had good and marketable title thereto, and the Depositor had full right to transfer and sell the Mortgage Loans to the Trustee free and clear of any encumbrance, participation interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans. (ii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust. (iii) As of the Closing Date, the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (iv) Each Mortgage Loan is a corporation duly organized and validly existing in good standing under "qualified mortgage" within the laws meaning of Section 860G(a)(3) of the jurisdiction Code and Treasury Regulation section 1.860G-2. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of its incorporation with full corporate power and authority the respective Mortgage Files to conduct its business as the same is presently conducted; 2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Guarantee has been duly authorized by all necessary action, corporate Trustee or other, a Custodian on the part Trustee's behalf and shall inure to the benefit of the GuarantorCertificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Securities Administrator or the Trustee that any of the representations and warranties set forth in this Guarantee constitutes Section 2.04 is not accurate (referred to herein as a "breach") and that such breach materially and adversely affects the interests of the Certificateholders in accordance with its termsthe related Mortgage Loan, a legal, valid and binding instrument enforceable against the Guarantor, except party discovering such breach shall give prompt written notice to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws parties; provided that a breach of general application relating the representation that each Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to or affecting the enforcement of creditors' rights from time to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by interests of the Guarantor Certificateholders. Within 90 days of its obligations hereunder; 2.5 the execution and delivery discovery or its receipt of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default under, any other agreement or undertaking by the Guarantor or by which it or any of its property is bound or any order notice of any court such breach, the Depositor shall cure such breach in all material respects or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which shall either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Guarantor in connection with the execution, delivery and performance by it of each Loan Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations required (i) repurchase the Mortgage Loan or any property acquired in respect thereof from the Trustee at a price equal to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charter, Purchase Price or (ii) if within two years of the Closing Date, substitute for such Mortgage Loan in the manner described in Section 2.02; provided that if the breach relates to ensure the representation that its respective obligations under clause (ieach Mortgage Loan is a "qualified mortgage" as defined in Section 860G(a)(3) hereunder are legalof the Code, valid and enforceable and (iii) to make this Guarantee admissible in evidence have been obtained any such repurchase or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for substitution must occur within 90 days from the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or date the breach was discovered. The Purchase Price of any or all of its respective assets repurchase described in this paragraph and revenues; (i) no written representation, warranty or statement made or other document provided by the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projectionsSubstitution Adjustment Amount, if any, prepared by shall be remitted to the Guarantor Master Servicer for deposit to the Master Servicer Custodial Account. It is understood and made agreed that, except with respect to the second preceding sentence, the obligation of the Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders, or to the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties Trust and contingencies, many the Trustee on behalf of which are beyond the Guarantor's controlCertificateholders, and that no assurances can be given that any such projections will be realized);obligation shall survive until termination of the Trust hereunder.

REPRESENTATIONS AND WARRANTIES OF THE. GuarantorBorrower. The Guarantor Borrower represents and warrants to the Obligee thatas follows: 2.1 (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Each Guarantor is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full corporate power organization. (b) The execution, delivery and authority to conduct its business as performance by the same is presently conducted; 2.2 the Borrower and each Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Agreement and the Notes, if any, delivered hereunder, in the case of the Borrower, or the Guarantee has Agreement, in the case of each Guarantor, and the consummation of the transactions contemplated hereby, are within the Borrower's or such Guarantor's corporate powers, have been duly authorized by all necessary corporate action, corporate and do not contravene (i) the Borrower's or othersuch Guarantor's charter, regulations or by-laws, as applicable, or (ii) law or any contractual restriction binding on the part of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time Borrower or such Guarantor. (c) No authorization or approval or other action by, and no notice to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default underfiling with, any other agreement governmental authority or undertaking by the Guarantor or by which it regulatory body or any of its property other third party is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability required for the payment of which has been incurred by the Guarantor in connection with the due execution, delivery and performance by it the Borrower of each Loan Document to which it is this Agreement or will be a partythe Notes, have been paid (if any, delivered hereunder, or provided for in its accounts if not payable on or prior to the delivery date by any Guarantor of the respective Vessel); 2.10 all governmental consentsGuarantee Agreement, licenses, permissionsexcept for those authorizations, approvals, registrations or authorizations or declarations required (iactions, notices and filings listed on Schedule4.01(c) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charterhereto, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence all of which have been obtained duly obtained, taken, given or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues;. (id) no written representationThis Agreement has been, warranty or statement made or other document provided by and each of the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projectionsNotes, if any, prepared will have been, duly executed and delivered by the Borrower. The Guarantee Agreement has been duly executed and delivered by each Guarantor. This Agreement and the Guarantee Agreement are, and each of the Notes, when delivered hereunder, will be, the legal, valid and binding obligation of the Borrower and each Guarantor party thereto,as the case may be, enforceable against the Borrower and made available to such Guarantor,as the Obligee case may be, in accordance with their respective terms. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 28, 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended, accompanied by an opinion of Coopers & Lybrand, L.L.P., indexxxxxxx public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 22, 1997, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been prepared furnished to each Lender, fairly present, subject, in good faith based upon reasonable assumptions the case of said balance sheet as at March 22, 1997, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 28, 1996, there has been no Material Adverse Change. (it being understood f) There is no pending or threatened action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that such projections are (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) Neither the Borrower nor any Guarantor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) Neither the Borrower nor any Guarantor is (i) an "investment company", within the meaning of the Investment Company Act of 1940, as amended or (ii) a "holding company" as defined in, or subject to significant uncertainties and contingenciesregulation under, many the Public Utility Holding Company Act of which are beyond the Guarantor's control1935, and that no assurances can be given that any such projections will be realized);as amended.

REPRESENTATIONS AND WARRANTIES OF THE. GuarantorSeller with ------------------------------------------------- Respect to the Mortgage Loans. ----------------------------- The Guarantor Seller hereby represents and warrants to the Obligee thatTrustee for the benefit of the Certificateholders that as of the Closing Date or as of such other date specifically provided herein: 2.1 (a) The representations and warranties made by the Guarantor is Seller pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made to the Trustee and are true and correct as of the Closing Date. (b) Any written agreement between the Mortgagor in respect of a corporation duly organized Mortgage Loan and validly existing in good standing the Servicer modifying such Mortgagor's obligation to make payments under the laws Mortgage Loan (such modified Mortgage Loan, a "Modified Mortgage Loan") involved the application of some assessment of the jurisdiction of its incorporation with full corporate power Mortgagor's ability to repay the Modified Mortgage Loan. With respect to the representations and authority warranties set forth in this Section 2.04 that are made to conduct its business as the same is presently conducted; 2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Guarantee has been duly authorized by all necessary action, corporate or other, on the part best of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against Seller's knowledge or as to which the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are Seller has no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken if it is discovered by the Guarantor pursuant to this Guarantee which wouldDepositor, if adversely determinedthe Seller, the Servicer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affect affects the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions value of the Certificate of Incorporation related Mortgage Loan or Bylaws the interest therein of the Guarantor Certificateholders then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation and will not result in warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the terms and provisions of, applicable representation or constitute a default under, any other agreement or undertaking warranty. Upon discovery by the Guarantor Depositor, the Seller, the Servicer or by which it or the Trustee of a breach of any of its property is bound or any order of any court or administrative agency entered the representations and warranties contained in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would this Section that materially and adversely affect affects the ability value of any Mortgage Loan or the interest therein of the Guarantor Certificateholders, the party discovering the breach shall give prompt written notice to perform the others and in no event later than two Business Days from the date of such discovery. Within ninety days of its obligations under this Guarantee, under any mortgage, loan agreement, deed discovery or its receipt of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree notice of any courtsuch missing or materially defective documentation or any such breach of a representation or warranty, arbitrator the Seller shall promptly deliver such missing document or governmental authoritycure such defect or breach in all material respects, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would event such defect or breach cannot be materially adverse cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Guarantor Trustee and which would materially and adversely affect shall inure to the ability benefit of the Guarantor to perform its Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Guarantor in connection with the execution, delivery and performance by it of each Loan Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consentsSeller set forth in this Section 2.04 to cure, licenses, permissions, approvals, registrations substitute for or authorizations or declarations required (irepurchase a Mortgage Loan pursuant to Section 2.03(a) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require reimburse the Charterer to perform its other obligations under Trust the Charter, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence have been obtained or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for Reimbursement Amount constitute the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues; (i) no written representation, warranty or statement made or other document provided by the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projections, if any, prepared by the Guarantor and made sole remedies available to the Obligee have been prepared Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Guarantor's control, and that no assurances can be given that any such projections will be realized);this Section 2.04.

REPRESENTATIONS AND WARRANTIES OF THE. Guarantor. The Guarantor Seller Seller hereby represents and warrants to the Obligee Purchasers as of the Closing Date, except as known to the Purchaser as of the Closing Date that: 2.1 the Guarantor (a) Seller is a corporation state bank duly organized and validly existing in good standing under the laws of the jurisdiction State of its incorporation with full corporate power and authority to conduct its business as the same is presently conducted;California. 2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee; 2.3 this Guarantee (b) This Agreement has been duly authorized authorized, executed and delivered by all necessary actionthe Seller and is the legal, corporate or other, on the part valid and binding obligation of the GuarantorSeller, and this Guarantee constitutes enforceable against the Seller in accordance with its terms. (c) Seller is the sole holder of all right, a legal, valid title and binding instrument enforceable against the Guarantor, except interest in and to the extent limited Assets with full right to transfer ownership thereof to the Purchasers. (d) Seller has provided the Purchasers or their agents with access to the original certificates of title relating to each Vehicle, which are true and complete originals of the certificates of title. (e) No Vehicle which is securing a Performing Loan has been released by applicable bankruptcythe Seller from the lien granted under the terms of the related Loan by the Seller in whole or in part; (f) The Seller has required that it be named as loss payee or an additional insured in each Insurance Policy, reorganizationfree from any lien, insolvencysecurity interest, moratorium charge, encumbrance or other laws right, title or interest of general application relating to any person. (g) Seller is the owner of each Owned Vehicle, free from any lien, security interest, charge encumbrance or affecting the enforcement other right, title or interest of creditors' rights from time to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writingany person, there are no actions, suits or proceedings pending or(subject however, to the Guarantorrights of the Lessees under the Owned Leases, any garageman lien, any DMV transfer or registration fee, any rights in any Owned Vehicle created by the Lessee without Seller's written consent). (h) Seller will deliver to Purchasers all original Leases that it has in its possession or under its control, which may be counterpart originals, and, to the best of its knowledge, threatened are true and complete copies of the Leases, and have not been otherwise amended or modified. (i) Borrower is indebted to Seller on The Performing Loans in accordance with their respective Loan Documents except as modified or waived as provided in Exhibit L. Notwithstanding this representation and any other representation by Seller in this Agreement, Seller makes no representation as to enforceability of any late charge, default interest rate or prepayment fee in any of the Loan Documents. (j) The amount shown as the Current Balance of the Loans on Exhibit E hereto is the current outstanding balance of such Loan as of the Cut Off Date. (k) At the time a Performing Loan was made, it was a valid, binding and enforceable obligation against the Guarantorrespective Borrower. (l) The Seller has not waived or altered the terms of the Loan Documents in any manner, which question and has not waived, canceled, satisfied subordinated or rescinded any of the validity Loan Documents, other than as specified in the Loan Files or specified in Exhibit L. (m) Seller has no outstanding funding commitments under any of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which wouldLoan Documents for the Performing Loans. (n) The sale of the Assets, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and Assignment, the performance by of the Guarantor of its Seller's obligations under this Guarantee Agreement and the consummation of the transactions herein contemplated, will not violate any provisions of the Certificate of Incorporation conflict with or Bylaws of the Guarantor and will not result in a breach of any of the terms and term or provisions of, or constitute a default under, any other agreement or undertaking by result in the Guarantor creation or by which it imposition of lien, security interest, charge or encumbrance (except in favor of the Purchasers) upon any of its property is bound or any order the Assets pursuant to the terms of any court or administrative agency entered in any proceedings binding on the Guarantorindenture, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture loan agreement or other agreement with respect thereto (including the Loans) or evidence of indebtedness instruments to which it is a party or by which it is boundbound or to which any of Assets is subject, and is not nor will such action result in the violation of any order of any court or in defaultgovernmental agency or body having jurisdiction over it or the Assets; and no consent, in approval, authorization, order, registration or qualification of or with any respect which would materially and adversely affect court or any such regulatory authority or other governmental agency or body, is required for the ability sale of the Guarantor to perform its Assets, the performance of Seller's obligations under this Guarantee, under any order, writ, judgment Agreement or decree the consummation of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place other transactions herein contemplated. (o) Except for the financing statements contemplated by Section 3.03 hereof and certificates of business which is its chief executive title, the Seller will neither execute nor authorize there to be on file in any public office is 1110 Xxxxxxxx, Oakland, California 94607;any financing statement or similar statement or instrument of registration under the laws of any jurisdiction relating to the Assets. 2.8 the Guarantor has no (p) The Seller does not have actual knowledge of any actual litigation or proposed deficiency other proceeding threatened or additional assessment pending with respect to any Asset except as disclosed in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Guarantor in connection with the execution, delivery and performance by it of each Loan Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations required (i) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charter, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence have been obtained or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues;Exhibit L. (iq) no written representationTo the best of Seller's knowledge, warranty or statement made or other document provided by the Guarantor each Lease complies with applicable state and federal law and regulation, including consumer credit laws, in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a all material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projections, if any, prepared by the Guarantor and made available to the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Guarantor's control, and that no assurances can be given that any such projections will be realized);respects.

REPRESENTATIONS AND WARRANTIES OF THE. Guarantor. (a) The Guarantor represents and warrants to the Obligee that: 2.1 the Guarantor Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation with full corporate power Delaware. (b) The execution, delivery and authority to conduct its business as performance by the same is presently conducted; 2.2 the Guarantor has legal power and authority to enter into and carry out the terms Borrower of this Guarantee; 2.3 this Guarantee has Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, corporate and do not contravene (i) the Borrower's charter or other, by-laws or (ii) law or any contractual restriction binding on the part of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time Borrower. (c) No authorization or approval or other action by, and no notice to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default underfiling with, any other agreement governmental authority or undertaking by the Guarantor or by which it regulatory body or any of its property other third party is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability required for the payment of which has been incurred by the Guarantor in connection with the due execution, delivery and performance by it the Borrower of each Loan Document this Agreement or the Notes to which it is or will be a partydelivered by it, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissionsother than those authorizations, approvals, registrations notices, filings and actions that have been obtained, filed or authorizations taken on or declarations required before the Effective Date. (id) This Agreement has been, and each of the Notes to enable be delivered by it lawfully to enter into when delivered hereunder will have been, duly executed and perform its payment obligations under this Guarantee delivered by the Borrower. This Agreement is, and to require each of the Charterer to perform its other obligations under Notes when delivered hereunder will be, the Charter, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheet of the Borrower and (iii) to make this Guarantee admissible in evidence its Subsidiaries as at December 31, 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2001, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Borrower, copies of which have been obtained or made furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2001, and are in full force said statements of income and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or cash flows for the appointment three months then ended, to year-end audit adjustments, the Consolidated financial condition of a receiverthe Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, administrative receiverall in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's (f) There is no pending or, administratorto the knowledge of the Borrower, trustee threatened action, suit, investigation, litigation or similar officer of it proceeding, including, without limitation, any Environmental Action, affecting the Borrower or of any or all of its respective assets and revenues; Consolidated Subsidiaries before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no written representationmaterial adverse change in the status, warranty or statement made financial effect on the Borrower or other document provided by any of its Consolidated Subsidiaries, of the Guarantor in connection with the negotiation of this Guarantee at the time when given is Disclosed Litigation or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projectionspurports to affect the legality, if anyvalidity or enforceability of this Agreement, prepared any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the Guarantor and made available to meaning of the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingenciesInvestment Company Act of 1940, many of which are beyond the Guarantor's control, and that no assurances can be given that any such projections will be realized);as amended.

REPRESENTATIONS AND WARRANTIES OF THE. GuarantorProperty Trustee and the -------------------------------------------------------------- Delaware Trustee. ---------------- The Guarantor Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself alone, hereby represents and warrants to for the Obligee benefit of the Depositor and the Holders that: 2.1 (a) the Guarantor Property Trustee is a corporation banking corporation, duly organized and organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation with New York; (b) the Property Trustee has full corporate power power, authority and authority legal right to conduct execute, deliver and perform its business as obligations under this Declaration and has taken all necessary action to authorize the same is presently conductedexecution, delivery and performance by it of this Declaration; 2.2 (c) the Guarantor Delaware Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America; (d) the Delaware Trustee has full corporate power, authority and legal power right to execute, deliver and authority perform its obligations under this Declaration and has taken all necessary action to enter into authorize the execution, delivery and carry out the terms performance by it of this GuaranteeDeclaration; 2.3 (e) this Guarantee Declaration has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (f) the execution, delivery and performance of this Declaration has been duly authorized by all necessary action, corporate or other, other action on the part of the GuarantorProperty Trustee and the Delaware Trustee and does not require any approval of stockholders of the Property Trustee or the Delaware Trustee and such execution, delivery and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against performance will not (i) violate the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium Charter or other By-laws of general application relating to the Property Trustee or affecting the enforcement of creditors' rights from time to time in effect; 2.4 except as previously disclosed to the Syndicate Agent and the Agent in writingDelaware Trustee, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder; 2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not (ii) violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions provision of, or constitute constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or undertaking by the Guarantor or by which it or any of its property is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation; 2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness instrument to which it the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee; (g) neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Declaration nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee, as the case may be, under the laws of the United States or the State of Delaware (other than the filing of appropriate certificates in accordance with the Delaware Business Trust Act); (h) there are no proceedings pending or, to the best of each of the Property Trustee's and is not the Delaware Trustee's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in violation of any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in defaultthe aggregate, in any respect which would materially and adversely affect the ability Trust or would question the right, power and authority of the Guarantor Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Guarantee, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; 2.7 the Guarantor has more than one place of business and the present location of the place of business which is its chief executive office is 1110 Xxxxxxxx, Oakland, California 94607; 2.8 the Guarantor has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Guarantor and which would materially and adversely affect the ability of the Guarantor to perform its obligations hereunder; 2.9 all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Guarantor in connection with the execution, delivery and performance by it of each Loan Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the delivery date of the respective Vessel); 2.10 all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations required (i) to enable it lawfully to enter into and perform its payment obligations under this Guarantee and to require the Charterer to perform its other obligations under the Charter, (ii) to ensure that its respective obligations under clause (i) hereunder are legal, valid and enforceable and (iii) to make this Guarantee admissible in evidence have been obtained or made and are in full force and effect; 2.11 it has not taken any corporate action nor to its knowledge have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues; (i) no written representation, warranty or statement made or other document provided by the Guarantor in connection with the negotiation of this Guarantee at the time when given is or was untrue or contains or contained any misrepresentation of a material fact or omits or omitted to state any material fact necessary to make any such statement herein or therein not misleading and (ii) all financial projections, if any, prepared by the Guarantor and made available to the Obligee have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Guarantor's control, and that no assurances can be given that any such projections will be realized);Declaration.