Representations and Warranties as to Receivables. NFC makes the following representations and warranties as to the Designated Receivables on which NFRRC relies in accepting the Designated Receivables. Such representations and warranties speak as of the Closing Date for such Designated Receivables and as of the date of the related transfer of such Designated Receivables under the Further Transfer and Servicing Agreements, and shall survive the sale, transfer and assignment of such Designated Receivables to NFRRC and the subsequent assignment and transfer thereof pursuant to the Further Transfer and Servicing Agreements:
Representations and Warranties as to Receivables. With respect to Receivables, each Related Party continuously warrants and represents to Lender that during the term of this Agreement and so long as any of the Indebtedness remains unpaid: (i) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by each Related Party; and (ii) those Receivables designated as Eligible Receivables meet each of the following requirements below at the time any request for advance is provided to Lender:
(a) The Receivables are genuine; are in all respects what they purport to be; and the Consumer Loan Documents evidencing each such Receivable has only one original counterpart, provided that the Consumer Loan Documents include one original promissory note which constitutes an “instrument” for purposes of Section 102(a)(47) of the Uniform Commercial Code; and no Person other than Lender or the Custodian is in actual or constructive possession of any such original Consumer Loan Documents;
(b) The Receivables represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto;
(c) The amounts of the face value shown on any schedule of Receivables provided to Lender, and/or all invoices or statements delivered to Lender with respect to any Receivables, are actually and absolutely owing to a Related Party and are not contingent for any reason;
(d) The Receivables shall satisfy the applicable criteria set forth in Sections 1.A. of Schedule A attached hereto, which includes without limitation criteria regarding (i) the minimum interest rate, (ii) the maximum original term to maturity, and (iii) the maximum original principal balance;
(e) No set-offs, counterclaims or disputes as to payments or liability thereon exist or have been asserted with respect thereto and no Related Party has made any agreement with any Account Debtor thereunder for any deduction therefrom, other than deductions, set-offs or counterclaims which are fully reflected in the face amount of the Receivable;
(f) No facts, events or occurrences exist that, in any way, impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of the Receivable shown on any schedule, or on all contracts, invoices or statements delivered to Lender with respect thereto;
(g) To the knowledge of each Related Party, all Account Debtors in connection with Receivables: (i) had the capacity to contract at th...
Representations and Warranties as to Receivables. NFC makes the following representations and warranties and the additional representations and warranties set forth in Appendix A hereto as to the Designated Receivables on which NFRRC relies in accepting the Designated Receivables. Such representations and warranties (other than Section 3.01(n), which speaks only as of the Closing Date) speak as of the Purchase Date for such Designated Receivables, and as of the date of the related transfer of such Designated Receivables under the Further Transfer and Servicing Agreements, and shall survive the sale, transfer and assignment of such Designated Receivables to NFRRC and the subsequent assignment and transfer thereof pursuant to the Further Transfer and Servicing Agreements:
Representations and Warranties as to Receivables. DFS makes the following representations and warranties as to the Receivables, on which representations and warranties each of Ganis, the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to Receivables. (a) As to the Receivables generally:
(i) The Borrower or, where the Borrower was not the original lender, to the best of Borrower's knowledge, the original lender or seller had full power and authority to make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records related thereto are genuine, based on enforceable contracts and are in all respects what they purport to be;
(ii) All Receivables have been duly authorized, executed, delivered by the parties whose names appear thereon and are valid and enforceable in accordance with their terms; constitute Chattel Paper; any chattels described in any Receivable are and will be accurately described and are and will be in the possession of the parties granting the security interest therein; and (A) any applicable filing, recording or lien notation law with respect to any collateral securing a Receivable will have been complied with to the extent such filing or recording is necessary under applicable law to create or perfect Borrower's security interest in such collateral consistent with its present policy; or
Representations and Warranties as to Receivables. DFS has ------------------------------------------------ made representations and warranties set forth in Section 3.01 of the DFS/Ganis Transfer Agreement, and has consented to the assignment by the Transferor to the Depositor and by the Depositor to the Issuer of the Transferor's rights with respect thereto. Pursuant to Section 2.01 of this Agreement, the Transferor has transferred to the Depositor all of the Transferor's right, title and interest in, to and under the DFS/Ganis Transfer Agreement, which shall be understood to include the representations and warranties of DFS therein, upon which the Depositor relies in accepting the Receivables, together with all rights of the Transferor with respect to any breach thereof, including the right to require DFS to purchase Receivables in accordance with the DFS/Ganis Transfer Agreement. The Transferor makes the following representations and warranties as to the Receivables, on which representations and warranties each of the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to Receivables. The Transferor makes the following representations and warranties as to the Receivables, on which representations and warranties each of the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the Grant thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to Receivables. With respect to each Collateral Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Borrower and the Investment Manager warrant and represent to Agent and Lenders as of the date of delivery of each such Borrowing Base Certificate (or such other date as set forth in the definition of “Eligible Receivables”, as applicable) that: (i) such Collateral Receivable constitutes an Eligible Receivable, and (ii) in determining which Collateral Receivables are “Eligible Receivables,” Agent and Lenders may rely upon all statements or representations made by Borrower.
Representations and Warranties as to Receivables. NFC makes the following representations and warranties as to the Receivables on which NFRRC relies in accepting such Receivables. Such representations and warranties speak as of the Closing Date, and as of the related transfer of such Receivables under the Transfer and Administration Agreement, and shall survive the sale, transfer and assignment of the Receivables to NFRRC and the subsequent assignment and transfer thereof pursuant to the Transfer and Administration Agreement and the PARCO Asset Purchase Agreement:
(a) Characteristics of Receivables. Each Receivable:
(i) was originated by NFC to finance a retail purchase by a retail customer or a refinancing of a Financed Vehicle or Financed Vehicles by a retail customer and was fully and properly executed by the parties thereto;
(ii) has created or shall create a valid, binding and enforceable first priority security interest in favor of NFC in each Financed Vehicle related thereto, which security interest will be validly assigned by NFC to NFRRC and will be assignable by NFRRC to a subsequent purchaser;
(iii) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security;
(iv) shall yield interest at the Annual Percentage Rate; and
(v) comes from one of the following categories, which differ in their provisions for the payment of principal and interest: Equal Payment Fully Amortizing Receivables, Equal Payment Skip Receivables, Equal Payment Balloon Receivables, Level Principal Fully Amortizing Receivables, Level Principal Skip Receivables, Level Principal Balloon Receivables, or Other Receivables. "Equal Payment Fully Amortizing Receivables" are Receivables that provide for equal monthly payments that fully amortize the amount financed over its original term to maturity. "Equal Payment Skip Receivables" are Receivables that provide for equal monthly payments in eleven or fewer months of each twelve-month period that fully amortize the amount financed over its original term to maturity. "Equal Payment Balloon Receivables" are Receivables that provide for equal monthly payments except that a larger payment becomes due on the final maturity date for such Receivables. "Level Principal Fully Amortizing Receivables" are Receivables that provide for monthly payments consisting of level principal amounts together with accrued and unpaid interest on the unpaid Receivable Balances. "Level...
Representations and Warranties as to Receivables. The following new Section 4.1(a)(viii) is added to the Loan Agreement:
