Common use of Reaffirmation of Representations and Warranties by the Seller; Notice of Breach Clause in Contracts

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (a) the Conveyance of the Transferred Assets to the Purchaser, (b) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (c) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (a) the Conveyance of the Transferred Assets to the Purchaser, (b) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (c) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Collateral Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects (other than those representations or warranties that are already so qualified) on and as of such day as though made on and as of such day (or or, if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLoan Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeFacility Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a Responsible an Authorized Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLFSA. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeFacility Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or, if such representation or if specifically referring warranty is limited to an earlier a specific date, as of such earlier specific date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or, if such representation or if specifically referring warranty is limited to an earlier a specific date, as of such earlier specific date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLoan Agreement. Upon discovery by a Responsible Officer an officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or, if such representation or if specifically referring warranty is limited to an earlier a specific date, as of such earlier specific date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLoan Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAgent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Original Closing Date Date, the date hereof and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (a) the Conveyance of the Transferred Assets to the Purchaser, (b) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (c) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Original Closing Date Date, the date hereof and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLSA. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLoan Agreement. Upon discovery by a an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive survive (a) the Conveyance of the Transferred Assets to the Purchaser, (b) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (c) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Original Closing Date Date, the date hereof and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the Indenture. Upon discovery by a an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Collateral Trustee.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (a) the Conveyance of the Transferred Assets to the Purchaser, (b) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (c) the termination of the rights and obligations of the Purchaser under the IndentureCredit Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.

Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Effective Date and on each Conveyance Purchase Date, the Seller, by accepting the proceeds of the related such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or, if such representation or if specifically referring warranty is limited to an earlier a specific date, as of such earlier specific date). The representations and warranties set forth in Section 4.1 shall survive (ai) the Conveyance of the Transferred Assets to the Purchaser, (bii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (ciii) the termination of the rights and obligations of the Purchaser under the IndentureLoan Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the TrusteeAdministrative Agent.