Common use of Representations and Warranties Regarding the Loans Clause in Contracts

Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the Agent, for the benefit of the Lender Group, that as of the Closing Date with respect to each Loan sold or contributed to the Borrower on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold or contributed to the Borrower on each Transfer Date after the Closing Date: (a) the Loan is evidenced by a promissory note (if any) that has been duly authorized and that, together with the related Obligor Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Obligor Loan Documents are enforceable against such Obligor in accordance with their respective terms; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (b) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s business from the lending of money to the related Obligor; (c) the Loan is not a Defaulted Loan or a Charged-Off Loan, and no payment or portion thereof is more than 30 days delinquent; (d) the Obligor of such Loan has executed all appropriate documentation required by the Originator, as required by, and in accordance with, the Credit and Collection Policy; (e) the Loan, together with the Obligor Loan Documents related thereto, is a “general intangible,” an “instrument,” a “payment intangible,” an “account,” or “chattel paper” within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein; (f) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect; (g) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Obligor Loan Documents in connection with the transfer of the Loan; (h) the Loan is denominated and payable only in Dollars in the United States; (i) the Loan bears some current cash interest, which is due and payable monthly or quarterly; (j) the Loan, together with the related Obligor Loan Documents, was originated in accordance with, and does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, predatory lending, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (k) the Loan, together with the related Obligor Loan Documents, is fully assignable without consent of the applicable Obligor or any agent with respect to the Loan (except for such consents which have been obtained prior to the related Transfer Date), (and, if such Loan is secured by an interest in real property, an Assignment of Mortgage, in a form reasonably approved by the Agent and attached hereto as Exhibit E prior to the first Borrowing pursuant to which a Loan secured by an interest in real property shall become part of the Collateral, has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian); (l) the Loan was documented and closed in accordance with the Credit and Collection Policy, and there is only one current original of each promissory note (if any) representing all or a portion of the Outstanding Loan Balance of any Loan that is included in the Collateral, and each such note (if any) has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent, duly endorsed as Collateral; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (m) the Loan and the Borrower’s interest in all related Collateral and Related Property are free of any Liens, except for Permitted Liens, and all filings and other actions required to perfect the security interest of the Agent, on behalf of the Lender Group, in the Collateral have been made or taken; (n) the Loan has an original term to maturity of no more than 60 months, and is either fully amortizing in installments (which installments need not be in identical amounts) over such term or the principal amount thereof is due in a single installment at the end of such term; (o) no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan; (p) any Related Property with respect to such Loan is insured to the extent consistent with the Credit and Collection Policy; (q) the Obligor Loan Documents with respect to such Loan are complete in accordance with the Credit and Collection Policy; (r) the Obligor with respect to such Loan is not a Person who would cause such Loan to not be an Eligible Note Receivable under the Loan Agreement; (s) such Loan does not contain any confidentiality provision which would purport to restrict disclosure of data or other information related to such Loan or the related Obligor if such disclosure is subject to confidentiality restrictions that reasonably protect against the disclosure of such data or other information; (t) the Loan does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor (unless such conversion results in a return that is in excess of such converted principal amount); (u) the Obligor of such Loan has waived all rights of set-off and/or counterclaim against the Originator of the Loan and all assignees thereof; and (v) all information on the Loan Schedule delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent with respect to such Loan is true and correct. It is understood and agreed that the representations and warranties set forth herein shall survive delivery of the respective Loan Files to the Borrower and/or the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, and shall inure to the benefit of the Borrower, Agent and Lender Group, as applicable, and their successors and assigns, notwithstanding any restrictive or qualified endorsement or assignment.

Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the Agent, for the benefit of the Lender Group, that as of the Closing Date with respect to each Loan sold or contributed to the Borrower on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold or contributed to the Borrower on each Transfer Date after the Closing Date: (a) the Loan is evidenced by a promissory note (if any) that has been duly authorized and that, together with the related Obligor Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Obligor Loan Documents are enforceable against such Obligor in accordance with their respective terms; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (b) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s business from the lending of money to the related Obligor; (c) the Loan is not a Defaulted Loan or a Charged-Off Loan, and no payment or portion thereof is more than 30 days delinquent; (d) the Obligor of such Loan has executed all appropriate documentation required by the Originator, as required by, and in accordance with, the Credit and Collection Policy; (e) the Loan, together with the Obligor Loan Documents related thereto, is a “general intangible,” an “instrument,” a “payment intangible,” an “account,” or “chattel paper” within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein; (f) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect; (g) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Obligor Loan Documents in connection with the transfer of the Loan; (h) the Loan is denominated and payable only in Dollars in the United States; (i) the Loan bears some current cash interest, which is due and payable monthly or quarterly; (j) the Loan, together with the related Obligor Loan Documents, was originated in accordance with, and does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, predatory lending, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (k) the Loan, together with the related Obligor Loan Documents, is fully assignable without consent of the applicable Obligor or any agent with respect to the Loan (except for such consents which have been obtained prior to the related Transfer Date), (and, if such Loan is secured by an interest in real property, an Assignment of Mortgage, in a form reasonably approved by the Agent and attached hereto as Exhibit E prior to the first Borrowing pursuant to which a Loan secured by an interest in real property shall become part of the Collateral, has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian); (l) the Loan was documented and closed in accordance with the Credit and Collection Policy, and there is only one current original of each promissory note (if any) representing all or a portion of the Outstanding Loan Balance of any Loan that is included in the Collateral, and each such note (if any) has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent, duly endorsed as Collateral; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (m) the Loan and the Borrower’s interest in all related Collateral and Related Property are free of any Liens, except for Permitted Liens, and all filings and other actions required to perfect the security interest of the Agent, on behalf of the Lender Group, in the Collateral have been made or taken; (n) the Loan has an original term to maturity of no more than 60 months, and is either fully amortizing in installments (which installments need not be in identical amounts) over such term or the principal amount thereof is due in a single installment at the end of such term; (o) no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan; (p) any Related Property with respect to such Loan is insured to the extent consistent with the Credit and Collection Policy; (q) the Obligor Loan Documents with respect to such Loan are complete in accordance with the Credit and Collection Policy; (r) the Obligor with respect to such Loan is not a Person who would cause such Loan to not be an Eligible Note Receivable under the Loan Agreement; (s) such Loan does not contain any confidentiality provision which would purport to restrict disclosure of data or other information related to such Loan or the related Obligor if such disclosure is subject to confidentiality restrictions that reasonably protect against the disclosure of such data or other information; (t) the Loan does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor (unless such conversion results in a return that is in excess of such converted principal amount)Obligor; (u) the Obligor of such Loan has waived all rights of set-off and/or counterclaim against the Originator of the Loan and all assignees thereof; and (v) all information on the Loan Schedule delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent with respect to such Loan is true and correct. It is understood and agreed that the representations and warranties set forth herein shall survive delivery of the respective Loan Files to the Borrower and/or the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, and shall inure to the benefit of the Borrower, Agent and Lender Group, as applicable, and their successors and assigns, notwithstanding any restrictive or qualified endorsement or assignment.

Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the AgentIndenture Trustee, for the benefit of the Lender GroupNoteholders, that as of the Closing Date with respect to each Loan sold or contributed to the Borrower Issuer on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold or contributed to the Borrower Issuer on each Transfer Date after the Closing Date: (a) the Loan is evidenced by a promissory note (if any) that has been duly authorized and that, together with the related Obligor Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Obligor Loan Documents are enforceable against such Obligor in accordance with their respective terms; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (b) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s business from the lending of money to the related Obligor; (c) the Loan is not a Defaulted Loan or a Charged-Off Loan, and no payment or portion thereof is more than 30 days delinquentDelinquent; (d) the Obligor of such Loan has executed all appropriate documentation required by the Originator, as required by, and in accordance with, the Credit and Collection Policy; (e) the Loan, together with the Obligor Loan Documents related thereto, is a “general intangible,” an “instrument,” a “payment intangible,” an “account,” or “chattel paper” within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein; (f) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect; (g) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Obligor Loan Documents in connection with the transfer of the Loan; (h) the Loan is denominated and payable only in Dollars in the United States; (i) the Loan bears some current cash interest, which is due and payable monthly or quarterly; (j) the Loan, together with the related Obligor Loan Documents, was originated in accordance with, and does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, predatory lending, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (k) the Loan, together with the related Obligor Loan Documents, is fully assignable without consent of the applicable Obligor or any agent with respect to the Loan (except for such consents which have been obtained prior to the related Transfer Date), (and, if such Loan is secured by an interest in real property, an Assignment of Mortgage, in a form reasonably approved by the Agent Initial Noteholder and attached hereto as Exhibit E H prior to the first Borrowing pursuant to which a Loan secured by an interest in real property shall become part of the Collateral, has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian); (l) the Loan was documented and closed in accordance with the Credit and Collection Policy, and there is only one current original of each promissory note (if any) representing all or a portion of the Outstanding Loan Balance of any Loan that is included in the Collateral, and each such note (if any) has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the AgentIndenture Trustee, duly endorsed as Collateral; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (m) the Loan and the BorrowerDepositor’s interest in all related Collateral and Related Property are free of any Liens, except for Permitted Liens, Liens and all filings and other actions required to perfect the security interest of (a) the AgentIndenture Trustee, on behalf of the Lender GroupNoteholders, in the Collateral have been made or taken and (b) in the case of Agented Notes, the collateral agent, as agent for all noteholders of the related Obligor, in the Related Property, have been made or taken; (n) the Loan has an original term to maturity of no more than 60 months, and is either fully amortizing in installments (which installments need not be in identical amounts) over such term or the principal amount thereof is due in a single installment at the end of such termterm (and with respect to Loans to Obligors located in Canada, in which case the original term to maturity of such Loan shall be such as to permit compliance with the representations and warranties in Item 1 of Exhibit M); (o) no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan; (p) any Related Property with respect to such Loan is insured to the extent consistent with the Credit and Collection Policy; (q) the Obligor Loan Documents with respect to such Loan are complete in accordance with the Credit and Collection Policy; (r) the Obligor with respect to such Loan is not a Person who would cause such Loan to not be an Eligible Note Receivable under the Loan AgreementObligor; (s) such Loan does not contain any confidentiality provision which would purport to restrict disclosure of data or other information related to such Loan or the related Obligor to any Rating Agency, investment bank or independent accounting firm in connection with a Permitted Securitization if such disclosure Rating Agency, investment bank or independent accounting firm is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of such data or other information; (t) the Loan does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor (unless such conversion results in a return that is in excess of such converted principal amount)Obligor; (u) if such Loan was originated after August 1, 2005, the Obligor of such Loan has waived all rights of set-off and/or counterclaim against the Originator of the Loan and all assignees thereof; and; (v) with respect to Agented Notes, the related Loan Documents (a) shall include a note purchase agreement containing provisions relating to the appointment and duties of a payment agent and a collateral agent and intercreditor and (if applicable) subordination provisions substantially similar to the forms provided to and approved by the Initial Noteholder and attached hereto as Exhibit G prior to the first Borrowing pursuant to which an Agented Note shall become part of the Collateral, and (b) are duly authorized, fully and properly executed and are the valid, binding and unconditional payment obligation of the Obligor thereof; (w) with respect to Agented Notes, the Originator has been appointed the collateral agent of the security and the payment agent for all such notes prior to such Agented Note becoming a part of the Collateral; (x) with respect to Agented Notes, if the entity serving as the collateral agent of the security for all syndicated notes of the Obligor has or will change from the time of the origination of the notes, all appropriate assignments of the collateral agent’s rights in and to the collateral on behalf of the noteholders have been executed and filed or recorded as appropriate prior to such Agented Note becoming a part of the Collateral; (y) with respect to Agented Notes, all required notifications, if any, have been given to the collateral agent, the payment agent and any other parties required by the Loan Documents, and all required consents, if any, have been obtained with respect to, the Originator’s assignment of the Agented Notes and the Originator’s right, title and interest in the Related Property to the Depositor and the security interest therein of the Issuer and of the Indenture Trustee for the benefit of the Noteholders; (z) with respect to Agented Notes, the right to control the actions of and to replace the collateral agent and/or the paying agent of the syndicated notes is by the Note Majority; (aa) with respect to Agented Notes, all syndicated notes of the Obligor of the same priority are cross-defaulted, the Related Property securing such notes is held by the collateral agent for the benefit of all holds of the syndicated notes and all holders of such notes (a) have an undivided interest in the collateral securing such notes, (b) share in the proceeds of the sale or other disposition of such collateral on a pro rata basis and (c) may transfer or assign their right, title and interest in the Related Property; (bb) all information on the Loan Schedule delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent Indenture Trustee with respect to such Loan is true and correct. ; (cc) if the Obligor with respect to such Loan is organized or continued under the federal, territorial or provincial laws of, or principally located in Canada, or the Related Property by which such Loan is principally secured is located in or arises under the federal, territorial or provincial laws of, Canada, the Loan complies with the additional criteria attached hereto as Exhibit M; and (dd) if the Obligor with respect to such Loan is organized or continued under the provincial laws of, or principally located in the Province of Quebec, or the Related Property by which such Loan is principally secured is located in or arises under the provincial laws of, the Province of Quebec, the Loan complies with the additional criteria attached hereto as Exhibit N. It is understood and agreed that the representations and warranties set forth herein shall survive delivery of the respective Loan Files to the Borrower Issuer and/or the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, and shall inure to the benefit of the Borrower, Agent and Lender GroupIssuer or Depositor, as applicable, and their successors and assigns, notwithstanding any restrictive or qualified endorsement or assignment.

Representations and Warranties Regarding the Loans. The Originator hereby represents and warrants, to the AgentIndenture Trustee, for the benefit of the Lender GroupNoteholders, that as of the Closing Date with respect to each Loan sold or contributed to the Borrower Issuer on the Closing Date, if any, and as of each Transfer Date with respect to each Loan sold or contributed to the Borrower Issuer on each Transfer Date after the Closing Date: (a) the Loan is evidenced by a promissory note (if any) that has been duly authorized and that, together with the related Obligor Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Obligor Loan Documents are enforceable against such Obligor in accordance with their respective terms; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (b) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s 's business from the lending of money to the related Obligor; (c) the Loan is not a Defaulted Loan or a Charged-Off Loan, and no payment or portion thereof is more than 30 days delinquentDelinquent; (d) the Obligor of such Loan has executed all appropriate documentation required by the Originator, as required by, and in accordance with, the Credit and Collection Policy; (e) the Loan, together with the Obligor Loan Documents related thereto, is a “"general intangible,” " an “"instrument,” " a “"payment intangible,” " an “"account,” " or “"chattel paper” " within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein; (f) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect; (g) any applicable taxes in connection with the transfer of such Loan have been paid and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Obligor Loan Documents in connection with the transfer of the Loan; (h) the Loan is denominated and payable only in Dollars in the United States; (i) the Loan bears some current cash interest, which is due and payable monthly or quarterly; (j) the Loan, together with the related Obligor Loan Documents, was originated in accordance with, and does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, predatory lending, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (k) the Loan, together with the related Obligor Loan Documents, is fully assignable without consent of the applicable Obligor or any agent with respect to the Loan (except for such consents which have been obtained prior to the related Transfer Date), (and, if such Loan is secured by an interest in real property, an Assignment of Mortgage, in a form reasonably approved by the Agent Group Noteholders and attached hereto as Exhibit E H prior to the first Borrowing pursuant to which a Loan secured by an interest in real property shall become part of the Collateral, has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian); (l) the Loan was documented and closed in accordance with the Credit and Collection Policy, and there is only one current original of each promissory note (if any) representing all or a portion of the Outstanding Loan Balance of any Loan that is included in the Collateral, and each such note (if any) has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the AgentIndenture Trustee, duly endorsed as Collateral; provided, that if no original promissory note has been delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, with respect to any Loan sold or contributed to Borrower after the Closing Date, then such failure shall be deemed to constitute a representation and warranty by Originator that there are no promissory notes evidencing such Loan; (m) the Loan and the Borrower’s Depositor's interest in all related Collateral and Related Property are free of any Liens, except for Permitted Liens, Liens and all filings and other actions required to perfect the security interest of (a) the AgentIndenture Trustee, on behalf of the Lender GroupNoteholders, in the Collateral have been made or taken and (b) in the case of Agented Notes, the collateral agent, as agent for all noteholders of the related Obligor, in the Related Property, have been made or taken; (n) the Loan has an original term to maturity of no more than 60 months, and is either fully amortizing in installments (which installments need not be in identical amounts) over such term or the principal amount thereof is due in a single installment at the end of such termterm (and with respect to Loans to Obligors located in Canada, in which case the original term to maturity of such Loan shall be such as to permit compliance with the representations and warranties in Item 1 of Exhibit M); (o) no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan; (p) any Related Property with respect to such Loan is insured to the extent consistent with the Credit and Collection Policy; (q) the Obligor Loan Documents with respect to such Loan are complete in accordance with the Credit and Collection Policy; (r) the Obligor with respect to such Loan is not a Person who would cause such Loan to not be an Eligible Note Receivable under the Loan AgreementObligor; (s) such Loan does not contain any confidentiality provision which would purport to restrict disclosure of data or other information related to such Loan or the related Obligor to any Rating Agency, investment bank or independent accounting firm in connection with a Permitted Securitization if such disclosure Rating Agency, investment bank or independent accounting firm is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of such data or other information; (t) the Loan does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor (unless such conversion results in a return that is in excess of such converted principal amount)Obligor; (u) if such Loan was originated after August 1, 2005, the Obligor of such Loan has waived all rights of set-off and/or counterclaim against the Originator of the Loan and all assignees thereof; and; (v) with respect to Agented Notes, the related Loan Documents (a) shall include a note purchase agreement containing provisions relating to the appointment and duties of a payment agent and a collateral agent and intercreditor and (if applicable) subordination provisions substantially similar to the forms provided to and approved by the Group Noteholders and attached hereto as Exhibit G prior to the first Borrowing pursuant to which an Agented Note shall become part of the Collateral, and (b) are duly authorized, fully and properly executed and are the valid, binding and unconditional payment obligation of the Obligor thereof; (w) with respect to Agented Notes, the Originator has been appointed the collateral agent of the security and the payment agent for all such notes prior to such Agented Note becoming a part of the Collateral; (x) with respect to Agented Notes, if the entity serving as the collateral agent of the security for all syndicated notes of the Obligor has or will change from the time of the origination of the notes, all appropriate assignments of the collateral agent's rights in and to the collateral on behalf of the noteholders have been executed and filed or recorded as appropriate prior to such Agented Note becoming a part of the Collateral; (y) with respect to Agented Notes, all required notifications, if any, have been given to the collateral agent, the payment agent and any other parties required by the Loan Documents, and all required consents, if any, have been obtained with respect to, the Originator's assignment of the Agented Notes and the Originator's right, title and interest in the Related Property to the Depositor and the security interest therein of the Issuer and of the Indenture Trustee for the benefit of the Noteholders; (z) with respect to Agented Notes, the right to control the actions of and to replace the collateral agent and/or the paying agent of the syndicated notes is by the Note Majority; (aa) with respect to Agented Notes, all syndicated notes of the Obligor of the same priority are cross-defaulted, the Related Property securing such notes is held by the collateral agent for the benefit of all holds of the syndicated notes and all holders of such notes (a) have an undivided interest in the collateral securing such notes, (b) share in the proceeds of the sale or other disposition of such collateral on a pro rata basis and (c) may transfer or assign their right, title and interest in the Related Property; (bb) all information on the Loan Schedule delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian on behalf of the Agent Indenture Trustee with respect to such Loan is true and correct. ; (cc) if the Obligor with respect to such Loan is organized or continued under the federal, territorial or provincial laws of, or principally located in Canada, or the Related Property by which such Loan is principally secured is located in or arises under the federal, territorial or provincial laws of, Canada, the Loan complies with the additional criteria attached hereto as Exhibit M; and (dd) if the Obligor with respect to such Loan is organized or continued under the provincial laws of, or principally located in the Province of Quebec, or the Related Property by which such Loan is principally secured is located in or arises under the provincial laws of, the Province of Quebec, the Loan complies with the additional criteria attached hereto as Exhibit N. It is understood and agreed that the representations and warranties set forth herein shall survive delivery of the respective Loan Files to the Borrower Issuer and/or the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, and shall inure to the benefit of the Borrower, Agent and Lender GroupIssuer or Depositor, as applicable, and their successors and assigns, notwithstanding any restrictive or qualified endorsement or assignment.