Common use of Representations and Warranties under the Pooling and Servicing Agreement Clause in Contracts

Representations and Warranties under the Pooling and Servicing Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause the representations and warranties of the Seller in Section 4.01(a) of the Pooling and Servicing Agreement to be false in any material respect. The foregoing representation and warranty speaks as of the Initial Cut-Off Date (as to Sections 4.01(a)(i) and (ii)), as of the related Additional Cut-Off Date with respect to each Additional Account (as to Section 4.01(a)(iii)) and as of the related Receivables Transfer Date with respect to Receivables purchased and transferred after the Closing Date (as to Section 4.01(a)(iv) and (v)), and shall survive the transfers and assignments under Section 2.1 to the Issuing Entity and the pledge of the Issuing Entity's assets to the Indenture Trustee pursuant to the Indenture. The Depositor further acknowledges that the Issuing Entity relies on the representations and warranties of the Depositor under this Agreement and of the Seller under the Pooling and Servicing Agreement in accepting the Receivables hereunder and delivering the Securities. The Servicer acknowledges that the Issuing Entity is relying on the representations, warranties and covenants of the Servicer in Section 3.04 of the Pooling and Servicing Agreement in acquiring and holding Receivables and the related Collateral Security hereunder and in issuing the Securities.

Representations and Warranties under the Pooling and Servicing Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause the representations and warranties of the Seller in Section 4.01(a) of the Pooling and Servicing Agreement to be false in any material respect. The foregoing representation and warranty speaks as of the Initial Cut-Off Date (as to Sections 4.01(a)(i) and (ii)), as of the related Additional Cut-Off Date with respect to each Additional Account (as to Section 4.01(a)(iii)) and as of the related Receivables Transfer Date with respect to Receivables purchased and transferred after the Initial Closing Date (as to Section 4.01(a)(iv) and (v)), and shall survive the transfers and assignments under Section 2.1 to the Issuing Entity and the pledge of the Issuing Entity's ’s assets to the Indenture Trustee pursuant to the Indenture. The Depositor further acknowledges that the Issuing Entity relies on the representations and warranties of the Depositor under this Agreement and of the Seller under the Pooling and Servicing Agreement in accepting the Receivables hereunder and delivering the Securities. The Servicer acknowledges that the Issuing Entity is relying on the representations, warranties and covenants of the Servicer in Section 3.04 of the Pooling and Servicing Agreement in acquiring and holding Receivables and the related Collateral Security hereunder and in issuing the Securities.

Representations and Warranties under the Pooling and Servicing Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause the representations and warranties of the Seller GMAC in Section 4.01(a) of the Pooling and Servicing Agreement to be false in any material respect. The foregoing representation and warranty speaks as of the Initial Cut-Off Date (as to Sections 4.01(a)(i) and (ii)), as of the related Additional Cut-Off Date with respect to each Additional Account (as to Section 4.01(a)(iii)) and as of the related Receivables Transfer Purchase Date with respect to Receivables purchased and transferred sold after the Closing Date (as to Section 4.01(a)(iv) and (v)), and shall survive the sales, transfers and assignments under Section 2.1 to the Issuing Entity and the pledge of the Issuing Entity's ’s assets to the Indenture Trustee pursuant to the Indenture. The Depositor further acknowledges that the Issuing Entity relies on the representations and warranties of the Depositor under this Agreement and of the Seller GMAC under the Pooling and Servicing Agreement in accepting the Receivables hereunder and delivering the Securities. The Servicer acknowledges that the Issuing Entity is relying on the representations, warranties and covenants of the Servicer in Section 3.04 of the Pooling and Servicing Agreement in acquiring and holding Receivables and the related Collateral Security hereunder and in issuing the Securities.