Common use of ICP Clause in Contracts

ICP. As of the Closing Date, ICP represents and warrants to the Purchasers and the Agent that: (a) each of its representations and warranties in the Pooling Agreement (in its capacity as Servicer) and the Purchase Agreement (in its capacity as a Seller) is true and correct, as if made on the Closing Date with the same effect as if made on that date (unless specifically stated to relate to an earlier date); (b) the audited consolidated balance sheet of ICP and its consolidated Subsidiaries as at the end of ICP's most recent fiscal year and the related statement of earnings, stockholders' equity and cash flows of ICP and its consolidated Subsidiaries for such fiscal year and the unaudited consolidated balance sheet of ICP and its consolidated Subsidiaries as at the end of ICP's most recent fiscal quarter and the related statement of earnings, stockholders' equity and cash flows of ICP and its consolidated Subsidiaries for such fiscal quarter, copies of which have been furnished to the Trustee and each Purchaser, fairly present the consolidated financial position and business of ICP and its consolidated Subsidiaries as at the dates specified therein and the consolidated results of the operations of ICP and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied throughout the periods reflected therein; (c) since January 1, 1996 through the Closing Date, (i) there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects of Transferor or ICP whether or not arising in the ordinary course of business, and (ii) there have been no transactions entered into by Transferor, ICP or the Sellers that are material with respect to the condition, financial or otherwise, or the earnings, business affairs or business prospects of Transferor or ICP; and (d) no information supplied by or on behalf of Transferor, ICP or any of its Subsidiaries to the Agent or the Purchasers in connection with the Transaction Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

ICP. As of the Closing Date, ICP represents and warrants to the Purchasers and the Agent Purchaser that: (a) each of its representations and warranties in the Pooling Agreement (in its capacity as Servicer) and the Purchase Agreement (in its capacity as a Seller) is true and correct, as if made on the Closing Date with the same effect as if made on that date (unless specifically stated to relate to an earlier date); (b) the audited consolidated balance sheet of ICP and its consolidated Subsidiaries as at the end of ICP's most recent fiscal year and the related statement of earnings, stockholders' equity and cash flows of ICP and its consolidated Subsidiaries for such fiscal year and the unaudited consolidated balance sheet of ICP and its consolidated Subsidiaries as at the end of ICP's most recent fiscal quarter and the related statement of earnings, stockholders' equity and cash flows of ICP and its consolidated Subsidiaries for such fiscal quarter, copies of which have been furnished to the Trustee and each the Purchaser, fairly present the consolidated financial position and business of ICP and its consolidated Subsidiaries as at the dates specified therein and the consolidated results of the operations of ICP and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied throughout the periods reflected therein; (c) since January 1, 1996 through the Closing Date, (i) there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects of Transferor or ICP whether or not arising in the ordinary course of business, and (ii) there have been no transactions entered into by Transferor, ICP or the Sellers that are material with respect to the condition, financial or otherwise, or the earnings, business affairs or business prospects of Transferor or ICP; and (d) no information supplied by or on behalf of Transferor, ICP or any of its Subsidiaries to the Agent or the Purchasers Purchaser in connection with the Transaction Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.