Common use of Representations and Warranties of Transferor Clause in Contracts

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is deemed to have relied on such representations and warranties in issuing the Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b3.2(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be is deemed to have relied on such representations and warranties in acquiring the Receivables, [the Note Insurer is shall be deemed to have relied on such representations and warranties in issuing the Note Policy], the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate Notes and the Owner Trustee is deemed to have relied on such representations and warranties in entering into issuing the Trust AgreementCertificate. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b3.2(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be is deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is shall be deemed to have relied on such representations and warranties in issuing the Note Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, Notes and the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is deemed to have relied on such representations and warranties in issuing the Policy, the Demand Note Provider and the Demand Note Guarantor are deemed to have relied on such representations and warranties in issuing the Demand Note and the Demand Note Guarantee, respectively, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate Notes and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The (a) Pursuant to Article III, the Transferor hereby makes each of has assigned to the Trust the benefit of, and its rights respecting, the representations and warranties made by LBAC to the Transferor in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect as to the Receivables to on which the same extent as if such representations Owner Trustee relies in accepting the Receivables in trust and warranties were fully set forth herein. With respect to such representations executing and warranties, authenticating the Issuer shall be deemed to have relied Certificates and executing and delivering the Indenture and on such representations and warranties in acquiring which the Receivables, the Note Insurer is deemed to have relied on such representations and warranties will rely in issuing the Policy, . The Transferor agrees that the Indenture Trustee is deemed to have relied on such representations and warranties in issuing shall also be for the Notes, benefit of the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust AgreementSecured Parties. Such representations and warranties speak as of the execution and delivery of this the Purchase Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer sale, transfer, and assignment of the Receivables to the Issuer Owner Trustee. (b) The Transferor hereby represents and warrants to the Owner Trustee that it has entered into the Purchase Agreement with BVAC, that BVAC has made the representations and warranties set forth therein, that such representations and warranties run to and are for the benefit of the Transferor, and that pursuant to Article III of this Agreement the Transferor has transferred and assigned to the Owner Trustee all rights of the Transferor to cause BVAC under the Purchase Agreement to repurchase Receivables in the event of a breach of such representations and warranties. (c) The foregoing provisions of this Section 7.01 are intended to grant the Trust and its assignees a direct right against BVAC to demand performance of its obligations under the Purchase Agreement. (d) It is the intention of the Transferor that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Transferor to the Trust and that the beneficial interest in and title to the Receivables not be part of the receivership estate in the event of the appointment of a receiver for the Transferor. In the event that a court of competent jurisdiction were to conclude that the transfer of Receivables constitutes a grant of a security interest rather than a sale of the Receivables, this Agreement and the subsequent pledge thereof transactions provided for herein shall be deemed to constitute a grant by the Transferor to the Indenture Trust of a valid continuing first priority security interest in the Receivables and the proceeds thereof. No Receivable has been sold, transferred, assigned, or pledged by the Transferor to any Person other than the Owner Trustee. Immediately prior to the transfer and assignment herein contemplated, the Transferor had good and marketable title to each Receivable free and clear of all liens, and, immediately upon the transfer thereof, the Owner Trustee (for the benefit of the Certificateholders and the Secured Parties pursuant to the Indenture.) shall have good and marketable title to each Receivable, free and clear of all liens and rights of others, except for the rights of the Certificateholders and the Insurer; and the transfer has been perfected under the UCC. On or prior to the Closing Date, all filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Owner Trustee a first perfected ownership interest in the Receivables shall have been made. TRUST AND SERVICING AGREEMENT

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is deemed to have relied on such representations and warranties in issuing the Policy, the Demand Note Provider and the Demand Note Guarantor are deemed to have relied on such representations and warranties in issuing the Demand Note and the Demand Note Guarantee, respectively, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing authenticating the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate Notes and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be is deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is shall be deemed to have relied on such representations and warranties in issuing the Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent ReceivablesDate, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be is deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is shall be deemed to have relied on such representations and warranties in issuing the Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into issuing the Trust AgreementCertificates. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent ReceivablesDate, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is deemed to have relied on such representations and warranties in issuing the Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the each Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the a Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.