Common use of Certain Representations and Warranties Clause in Contracts

Certain Representations and Warranties. (a) Each of the Servicer, the Marketing Agent and the Depositor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: (i) the representations and warranties made by it in the Transfer and Servicing Agreement are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer hereby represents and warrants to the other parties hereto as of the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Servicer, the Marketing Agent Agent, the Issuer, the Depositor, the Administrator and the Depositor Parent Support Provider hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: (i) the representations and warranties made by it in each of the Transfer and Servicing Agreement Agreements are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer hereby represents and warrants to the other parties hereto as of the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Issuer, the Servicer, the Marketing Agent and the Depositor Depositor, hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: : (i) the representations and warranties made by it in each of the Transfer and Servicing Agreement Agreements are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; ; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer hereby represents and warrants to the other parties hereto as of the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Trust, the Servicer, the Marketing Agent Agent, the Depositor, the Originators and the Depositor Additional Transferor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: : (i) the representations and warranties made by it in each of the Transfer and Servicing Agreement Agreements, as applicable, are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and and (iii) this Amendment, having assuming this Amendment has been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer Trust hereby represents and warrants to the other parties hereto as of the date hereof that no Potential Default, Event of Default, Potential Amortization Event, Amortization Event, Potential Servicer Termination Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Servicer, the Marketing Agent Trust and the Depositor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: (i) the representations and warranties made by it in each of the Transfer and Servicing Agreement Agreements, as applicable, are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; andany (iii) this Amendment, having assuming this Amendment has been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer Trust hereby represents and warrants to the other parties hereto as of the date hereof that no Potential Default, Event of Default, Potential Amortization Event, Amortization Event, Potential Servicer Termination Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each a. In order to induce the Lender to enter into this Amendment, each member of the Servicer, the Marketing Agent and the Depositor Inmark Group hereby represents and warrants to the other parties hereto as of Lender that after giving effect to the date hereof Waivers and the amendments contemplated by this Amendment that, solely with respect to itself: (i1) no Event of Default, or any event which, with the giving of notice, the lapse of time, or both, or the occurrence of any other condition, would constitute an Event of Default, has occurred and is continuing; (2) the Agreement, the Security Agreement, the Pledge Agreement and each of the other Loan Documents (as amended by this Amendment), after giving effect to this Amendment, continue to be in full force and effect and to constitute the legal, valid and binding obligations of each member of the Inmark Group that is a party thereto, enforceable against each member of the Inmark Group in accordance with their respective terms; (3) the representations and warranties made by it each member of the Inmark Group in or pursuant to the Transfer and Servicing Agreement, the Security Agreement, the Pledge Agreement or any other Loan Document (in each case as amended by this Amendment), or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, are each true and correct in all material respects both on and as of the date hereof hereof, as though made on and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided; (4) the "draft" quarterly financial statements for the Inmark Group for the quarter ended March 31, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer 1999 and Servicing Agreement, such breach shall not result in a failure of this representation delivered to be true and correct unless such breach is not timely cured or remedied Lender were prepared in accordance with Section 2.5 GAAP and fairly present the financial condition and operating results of the Transfer and Servicing AgreementInmark Group as of that date; (ii5) the execution"draft" financial statements for year ended March 31, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable 1999 for the Inmark Group delivered to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it Lender were prepared in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, GAAP and fairly present the rights financial condition and operating results of creditors from time to time in effect or by general principles of equity. (b) The Issuer hereby represents and warrants to the other parties hereto Inmark Group as of that date; and the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or KPMG LLP audited financial statements for the transactions contemplated herebyInmark Group for the same period will not reflect any modification from such draft (other than non-material modifications).

Certain Representations and Warranties. (a) Each of the Servicer, the Marketing Agent Servicer and the Depositor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: (i) the representations and warranties made by it in the Additional Transferor Receivables Transfer and Servicing Agreement are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 3.4 of the Additional Transferor Receivables Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 3.4 of the Additional Transferor Receivables Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer Trust hereby represents and warrants to the other parties hereto as of the date hereof that no Potential Default, Event of Default, Potential Amortization Event, Amortization Event, Potential Servicer Termination Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Issuer, the Servicer, the Marketing Agent Agent, the Depositor, the Originators and the Depositor Parent Support Provider hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: (i) the representations and warranties made by it in each of the Transfer and Servicing Agreement Agreements are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, Section 3.3 of the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement, Section 3.4 of the Originator Receivables Transfer Agreement or Section 3.4 of the Master Trust Receivables Transfer Agreement, as applicable; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and (iii) this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer hereby represents and warrants to the other parties hereto as of the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

Certain Representations and Warranties. (a) Each of the Servicer, the Marketing Agent and the Depositor The Trust hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself: : (i) the representations and warranties made by it in the Transfer and Servicing Master Collateral Agreement are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement; (ii) the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and and (iii) this Amendment, having assuming this Amendment has been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity. (b) The Issuer Trust hereby represents and warrants to the other parties hereto as of the date hereof that no Potential Default, Event of Default, Potential Amortization Event, Amortization Event, Potential Servicer Termination Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.