Common use of Representations, Warranties and Confirmations Clause in Contracts

Representations, Warranties and Confirmations. Each of the Servicer and the Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized to execute and deliver this Amendment. 3.2 The execution and delivery of this Amendment has been duly authorized by all corporate or limited liability company action necessary on its part. 3.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms. 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination or Incipient Event of Termination.

Representations, Warranties and Confirmations. Each of the Servicer DTCC and the Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized to execute and deliver this Amendment. 3.2 The execution and delivery of this Amendment has been duly authorized by all corporate or limited liability company action necessary on its part. 3.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms. 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination or Incipient Event of Termination.

Representations, Warranties and Confirmations. Each of the Servicer and the Borrower hereby represents and warrants that: 3.1 4.1 It has the power and is duly authorized to execute and deliver this Amendment. 3.2 4.2 The execution and delivery of this Amendment has been duly authorized by all corporate or limited liability company action necessary on its part. 3.3 4.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms. 3.4 4.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 4.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination or Incipient Event of Termination.

Representations, Warranties and Confirmations. Each of the Servicer and the The Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized authorized, including by all limited liability company action on its part, to execute and deliver this Amendment. 3.2 The execution and delivery of this This Amendment has been duly authorized and validly executed and delivered by all corporate or limited liability company action necessary on its partit. 3.3 This Amendment and the Receivables Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties the Borrower and are enforceable against such parties the Borrower in accordance with their terms. 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, the Borrower set forth in the Receivables Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an a Servicer Termination Event, Unmatured Servicer Termination Event, Default or Event of Termination or Incipient Event of TerminationDefault.

Representations, Warranties and Confirmations. Each of the Servicer and the The Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized authorized, including by all limited liability company action, on its part, to execute and deliver this Amendment. 3.2 The execution and delivery of this This Amendment has been duly authorized and validly executed and delivered by all corporate or limited liability company action necessary on its partit. 3.3 This Amendment and the Receivables Loan and Servicing Agreement Agreement, as amended hereby, constitute legal, valid and binding obligations of such parties the Borrower and are enforceable against such parties the Borrower in accordance with their terms. 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, the Borrower set forth in the Receivables Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an a Servicer Termination Event, Unmatured Servicer Termination Event, Default or Event of Termination or Incipient Event of TerminationDefault.

Representations, Warranties and Confirmations. Each of the Servicer and the Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized authorized, including by all corporate or limited liability company action on its part, to execute and deliver this Amendment. 3.2 The execution and delivery of this This Amendment has been duly authorized and validly executed and delivered by all corporate or limited liability company action necessary on its partsuch party. 3.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms. 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination, Servicer Default, Incipient Event of Termination or Incipient Event of TerminationServicer Default.

Representations, Warranties and Confirmations. Each of the Servicer and the Borrower hereby represents and warrants that: 3.1 5.1 It has the power and is duly authorized to execute and deliver this Amendment. 3.2 5.2 The execution and delivery of this Amendment has been duly authorized by all corporate or limited liability company action necessary on its part. 3.3 5.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms. 3.4 5.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 5.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination or Incipient Event of Termination.

Representations, Warranties and Confirmations. Each of the Servicer and the Borrower hereby represents and warrants that: 3.1 It has the power and is duly authorized authorized, including by all corporate or limited liability company action on its part, to execute and deliver this Amendment. 3.2 The execution and delivery of this This Amendment has been duly authorized and validly executed and delivered by all corporate or limited liability company action necessary on its partsuch party. 3.3 This Amendment and the Loan and Servicing Agreement as amended hereby, constitute legal, valid and binding obligations of such parties and are enforceable against such parties in accordance with their terms.. ACTIVE 200134862v.3 3.4 Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of each such party, respectively, set forth in the Loan and Servicing Agreement and as amended hereby, are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date). 3.5 Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes an Event of Termination, Servicer Default, Incipient Event of Termination or Incipient Event of TerminationServicer Default.