Common use of Reaffirmation of Representations and Warranties by the Transferor Clause in Contracts

Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further conditions precedent that: (a) prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent; (b) on date of such Incremental Transfer, either (i) FMCH’s long-term public senior debt securities are rated as least B- by Standard & Poor’s and B3 by Moody’s, or if neither Standard & Poor’s nor Moody’s shall rate such securities, FMCH’s long-term senior debt shall have a deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, or (ii) FME KGaA’s long-term public senior debt securities are rated as least B- by Standard & Poor’s and B3 by Moody’s, or if neither Standard & Poor’s nor Moody’s shall rate such securities, FME KGaA’s long-term senior debt shall have deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.

Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further conditions precedent that: (a) prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent; (b) on date of such Incremental Transfer, either (i) FMCH’s long-term public senior debt securities are rated as least B- by Standard & Poor’s and B3 by Moody’sMxxxx’x, or if neither Standard & Poor’s nor Moody’s Mxxxx’x shall rate such securities, FMCH’s long-term senior debt shall have a deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, or (ii) FME KGaA’s long-term public senior debt securities are rated as least B- by Standard & Poor’s and B3 by Moody’sMxxxx’x, or if neither Standard & Poor’s nor Moody’s Mxxxx’x shall rate such securities, FME KGaA’s long-term senior debt shall have deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.

Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or 51 50 Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further conditions precedent that: (a) prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent; (b) on date of such Incremental Transfer, either (i) FMCH’s 's long-term public senior debt securities are rated as least B- by Standard & Poor’s 's and B3 by Moody’s's, or if neither Standard & Poor’s 's nor Moody’s 's shall rate such securities, FMCH’s 's long-term senior debt shall have a deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, or (ii) FME KGaA’s FMC's long-term public senior debt securities are rated as least B- by Standard & Poor’s 's and B3 by Moody’sMoodx'x Xxxestors Service, or if neither Standard & Poor’s 's nor Moody’s 's shall rate such securities, FME KGaA’s FMC's long-term senior debt shall have deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.

Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further conditions precedent that: (a) prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and each the Administrative Agent, in form and substance satisfactory to the Agent and each the Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any the Administrative Agent or the Agent; (b) on date of such Incremental Transfer, either (i) FMCH’s 's long-term public senior debt securities are rated as least B- by Standard & Poor’s 's and B3 by Moody’s's, or if neither Standard & Poor’s 's nor Moody’s 's shall rate such securities, FMCH’s 's long-term senior debt shall have a deemed rating of at least B as determined by each Administrative the Agent using its standard bond rating methodology, or (ii) FME KGaA’s FMC's long-term public senior debt securities are rated as least B- by Standard & Poor’s 's and B3 by Moody’sMoodx'x Xxxestors Service, or if neither Standard & Poor’s 's nor Moody’s 's shall rate such securities, FME KGaA’s FMC's long-term senior debt shall have deemed rating of at least B as determined by each Administrative the Agent using its standard bond rating methodology, and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.