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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due; (h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition; (i) The Receivables have not been assigned or pledged to any other Person other than Lender; (j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects; (k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms, subject to bankruptcy, insolvency and other laws (including, but not limited to principles of equity) affecting the rights of creditors; (l) No instrument of release or waiver has been executed in connection with any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents; (m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after the date on which such contract is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and (n) No Consumer Loan Document is subject to any right of rescission, set-off, counter-claim or defense, including the defense of usury, and no such right of rescission, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected in the calculation of the outstanding amount of the Receivables.
Appears in 1 contract
Samples: Loan and Security Agreement (CompuCredit Holdings Corp)
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 the time any contract or other document giving rise As to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;Receivables generally:
(i) The Each Borrower or Originator or, where a Borrower or Originator was not the original lender, to the best of such Borrower’s knowledge, the original lender or seller had and continue to have full power, authorization, permits, licenses and other authority to hold, enforce, and make the loans (or other extensions of credit) evidenced by the Receivables have not been assigned or pledged to any other Person other than Lenderand all such Receivables and all Books and Records comprising such Receivables are genuine and enforceable;
(jii) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents Receivables have been complied with in all material respects;
(k) All Consumer Loan Documents represent duly authorized, executed, delivered by the legal, parties whose names appear thereon and are valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms, subject to except as may be limited by bankruptcy, insolvency insolvency, reorganization or similar laws relating to the enforcement of creditors rights’ or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and other laws consumer protection laws; if auto title loans, 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 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 such Borrower’s or such Guarantor’s security interest in such collateral consistent with the Credit Policy.
(includingiii) The form and content of all Receivables and the security related thereto comply in all material respects (and in any event in all material respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, but not limited to principles of equity) affecting rules and regulations, including without limitation, the rights of creditorsConsumer Finance Laws;
(liv) No instrument The original amount and unpaid balance of release each Receivable on Borrowers’ Books and Records and on any statement or waiver has been executed in connection with schedule delivered to Agent and/or any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables and Assignment, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to Agent or as of such date specified on such statement of schedule, is not, to the Lender hereunder in any material respect or such that the amount best of any monthly payment or the total number of the monthly payments is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is Borrowers’ knowledge, subject to any right claim of rescissionreduction, counterclaim, set-off, counterrecoupment or any other claim, allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the validity or collectability of any Receivables;
(v) All security agreements, title retention instruments and other documents and instruments which are security for Receivables contain a correct and sufficient description of the personal property covered thereby (if any), and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements or title retention instruments or other documents or instruments, are or create security interests and Liens (if any);
(vi) The applicable Originator has made an adequate credit investigation of the obligor of each Receivable and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies that are in the business of making unsecured multi-claim pay consumer installment loans or defenseauto title loans, including the defense of usuryas applicable, and no such is in conformity in all material respects with the Credit Policy; and
(vii) A Borrower has good and valid title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, other than Permitted Liens, and has the right to pledge and grant Agent, for the benefit of rescissionLenders, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, 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, subject recording or lien notation law with respect to bankruptcy, insolvency and other laws 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 such Borrower’s security interest in such collateral consistent with its present policy; or (including, but B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not limited to principles less than the value of equity) affecting the rights of creditorscollateral securing such Receivables;
(liii) No instrument The form and content of release or waiver has been executed all Receivables and the security related thereto and the transactions from which they arose comply in connection all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any Consumer Loan Documentsand all applicable laws, rules and the Account Debtor in respect of such contract has not been released from its obligations thereunderregulations, in whole or in partincluding without limitation, and no action has been taken by any Related Party to release any collateral for the Consumer Loan DocumentsFinance Laws;
(miv) Except The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to WFFPC, including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as disclosed in writing to Lender, no Consumer Loan Document has been amended after of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments WFFPC, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of WFFPC hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create first and prior perfected security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable and have determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right of rescission, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing pledge and as reflected grant WFFPC a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
Representations and Warranties as to Receivables. With respect As to Receivables, each Related Party continuously warrants and represents to Lender that during the term of this Agreement and so long Receivables reflected on any Monthly Statement 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 being Eligible Receivables meet each of the following requirements below at the time any request for advance is provided to Lenderonly:
(a) The Each Borrower or Originator or, where a Borrower or Originator was not the original lender, to the best of such Borrower’s knowledge, the original lender or seller had and continue to have full power, authorization, permits, licenses and other authority to hold, enforce, and make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records comprising such Receivables are genuine; are in all respects what they purport to be; genuine 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 Documentsenforceable;
(b) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms, subject to except as may be limited by bankruptcy, insolvency insolvency, reorganization or similar laws relating to the enforcement of creditors rights’ or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and other laws consumer protection laws; if auto title loans, 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 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 such Borrower’s or such Guarantor’s security interest in such collateral consistent with the Credit Policy.
(includingc) The form and content of all Receivables and the security related thereto comply in all material respects (and in any event in all material respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, but not limited to principles of equity) affecting rules and regulations, including without limitation, the rights of creditorsConsumer Finance Laws;
(ld) No instrument The original amount and unpaid balance of release each Receivable on Borrower’s Books and Records and on any statement or waiver has been executed in connection with schedule delivered to Administrative Agent and/or any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables and Assignment, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to Administrative Agent or as of such date specified on such statement of schedule, is not, to the Lender hereunder in any material respect or such that the amount best of any monthly payment or the total number of the monthly payments is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is Borrower’s knowledge, subject to any right claim of rescissionreduction, counterclaim, set-off, counterrecoupment or any other claim, allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the validity or collectability of any Receivables;
(e) All security agreements, title retention instruments and other documents and instruments which are security for Receivables contain a correct and sufficient description of the personal property covered thereby (if any), and, subject to the rights of Administrative Agent hereunder and the interests of Borrower as holder of such security agreements or title retention instruments or other documents or instruments, are or create security interests and Liens (if any);
(f) The applicable Originator has made an adequate credit investigation of the obligor of each Receivable and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies that are in the business of making unsecured multi-claim pay consumer installment loans or defenseauto title loans, including the defense of usuryas applicable, and no such is in conformity in all material respects with the Credit Policy; and
(g) A Borrower has good and valid title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, other than Permitted Liens, and has the right to pledge and grant Administrative Agent, for the benefit of rescissionLenders, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
Samples: Short Term Credit Agreement (CURO Group Holdings Corp.)
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each applicable Borrower represents that, to the best of its knowledge, the original lender or seller had full power and authority to make the loans (or other extensions of credit) evidenced by the Receivables are “Eligible Receivables,” Lender may rely upon owned by it and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and are in all material 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;
(bii) The Each applicable Borrower represents that, to the best of its its knowledge, all Receivables represent undisputedowned by it have been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms; constitute chattel paper; any chattels described in any Receivable owned by it are and will be accurately described and are and will be in the possession of the parties granting the security interest therein; and any applicable filing, subject recording or lien notation law with respect to bankruptcyany collateral securing a Receivable owned by it will have been materially complied with to the extent such filing or recording is necessary under applicable law to create or perfect such Borrower’s security interest in such collateral consistent with its present policy.
(iii) Each applicable Borrower represents that, insolvency to the best of its knowledge, the form and other laws content of all Receivables owned by it and the security related thereto and the transactions from which they arose comply in all material respects (includingand in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, but not limited to principles of equity) affecting rules and regulations, including without limitation, the rights of creditorsConsumer Finance Laws;
(liv) No instrument Each applicable Borrower represents that, to the best of release its knowledge, the original amount and unpaid balance of each Receivable owned by it on such Borrowers’ Books and Records and on any statement or waiver has been executed in connection with schedule delivered to Agent and/or any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to such Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower, to the defense best of usurysuch Borrower’s knowledge, has any knowledge of any fact which would impair the validity or collectibility of any Receivables;
(v) Each applicable Borrower represents that, to the best of its knowledge, the security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables owned by it contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of such Borrower as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create security interests and Liens;
(vi) Each applicable Borrower has made an adequate qualification of the Receivables owned by it consistent with Borrower’s purchasing and lending policies and has determined that such Receivables are in conformity in all material respects with such Borrowers’ policies and standards; and
(vii) Each applicable Borrower has good and valid indefeasible title to the Receivables owned by it, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant Agent, for the benefit of rescissionLenders, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (CompuCredit Holdings Corp)
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, 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, subject recording or lien notation law with respect to bankruptcy, insolvency and other laws 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 such Borrower’s security interest in such collateral consistent with its present policy; or (including, but B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not limited to principles less than the value of equity) affecting the rights of creditorscollateral securing such Receivables;
(liii) No instrument The form and content of release or waiver has been executed all Receivables and the security related thereto and the transactions from which they arose comply in connection all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any Consumer Loan Documentsand all applicable laws, rules and the Account Debtor in respect of such contract has not been released from its obligations thereunderregulations, in whole or in partincluding without limitation, and no action has been taken by any Related Party to release any collateral for the Consumer Loan DocumentsFinance Laws;
(miv) Except The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to WFPC, including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as disclosed in writing to Lender, no Consumer Loan Document has been amended after of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments WFPC, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of WFPC hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create first and prior perfected security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable (other than the obligors under the Star Financial Receivables) and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests (other than Liens in favor of DSC and Liens in favor of Trafalgar which are expressly subordinated to the Liens in favor of WFPC pursuant to the Trafalgar Subordination Agreement), and no such has the right of rescission, set-off, counter-claim or defense has been asserted to pledge and grant WFPC a first priority security interest in the same with respect theretoto the WFPC Senior Collateral, except as disclosed to Lender in writing the manner provided in this Agreement and as reflected permitted in the calculation of the outstanding amount of the ReceivablesIntercreditor Agreement and Trafalgar Subordination Agreement.
Appears in 1 contract
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, 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, subject recording or lien notation law with respect to bankruptcy, insolvency and other laws 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 such Borrower’s security interest in such collateral consistent with its present policy; or (including, but B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not limited to principles less than the value of equity) affecting the rights of creditorscollateral securing such Receivables;
(liii) No instrument The form and content of release or waiver has been executed all Receivables and the security related thereto and the transactions from which they arose comply in connection all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any Consumer Loan Documentsand all applicable laws, rules and the Account Debtor in respect of such contract has not been released from its obligations thereunderregulations, in whole or in partincluding without limitation, and no action has been taken by any Related Party to release any collateral for the Consumer Loan DocumentsFinance Laws;
(miv) Except as disclosed in writing The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to Agent and/or any Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create first and prior perfected security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable and have determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards;
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no has the right to pledge and grant Agent, for the ratable benefit of Lenders a first priority security interest in the same, in the manner provided in this Agreement; and
(viii) if the Authoritative Copy of any Receivable is evidenced by an electronic record, (A) such right electronic record and the execution thereof is in compliance with the applicable provisions of rescissionthe Uniform Electronic Transactions Act (as, set-offand if, counter-claim adopted by relevant jurisdiction) and the federal Electronic Signatures in Global and National Commerce Act, (B) if such Receivable is initially Electronic Chattel Paper, each of the parties to such Receivable agreed to conduct the transaction evidenced by such Receivable by electronic means, (C) if such Receivable is initially Electronic Chattel Paper, Borrowers or defense has been asserted with respect theretotheir electronic service provider utilizes security procedures designed to determine the Person to which such Receivable and the electronic signature thereof are attributable, (D) Borrowers or their electronic service provider provides a mechanism for the prevention or correction of errors in such electronic Records, (E) if not converted to a tangible medium, such Receivable was created or converted, stored and assigned in such a manner that: (1) a single Authoritative Copy of such Receivable exists that is unique, identifiable and, except as disclosed to Lender otherwise provided in writing Section 9-105(b)(4), (5) and as reflected in the calculation (6) of the outstanding amount UCC, unalterable, (2) the Authoritative Copy of such Receivable identifies Agent as the secured party or assignee of such Receivable, (3) the Authoritative Copy of such Receivable has been communicated to the Electronic Collateral Custodian, to hold for the benefit of Agent, (4) copies or revisions that add or change an identified assignee of the ReceivablesAuthoritative Copy of such Receivable can be made only with the consent of Agent, (5) each copy of the Authoritative Copy of such Receivable and any copy of a copy of such Receivable is readily identifiable as a copy that is not the Authoritative Copy of such Receivable, (6) any revision of the Authoritative Copy of such Receivable is readily identifiable as an authorized or unauthorized revision, (7) a copy of such Receivable is accessible to Agent, (F) if converted to a tangible medium, the Authoritative Copy of such Receivable has been delivered to Agent or Custodian, to hold for the benefit of Agent and (G) if converted from a tangible medium to an electronic medium, the merchant generating such Receivable has deleted, destroyed or obliterated all paper documents and digital copies of tangible Chattel Paper or has otherwise stamped all such related tangible Chattel Paper indicating it is not an Authoritative Copy (such as indicating it is a “copy”).
Appears in 1 contract
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, 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, subject recording or lien notation law with respect to bankruptcy, insolvency and other laws 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 such Borrower’s security interest in such collateral consistent with its present policy; or (including, but B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not limited to principles less than the value of equity) affecting the rights of creditorscollateral securing such Receivables;
(liii) No instrument The form and content of release or waiver has been executed all Receivables and the security related thereto and the transactions from which they arose comply in connection all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any Consumer Loan Documentsand all applicable laws, rules and the Account Debtor in respect of such contract has not been released from its obligations thereunderregulations, in whole or in partincluding without limitation, and no action has been taken by any Related Party to release any collateral for the Consumer Loan DocumentsFinance Laws;
(miv) Except as disclosed in writing The original amount and unpaid balance of each Receivable on Borrowers’ Book and Records and on any statement or schedule delivered to Agent and/or any Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) All security agreements, tide retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create first and prior perfected security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable and have determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant Agent, for the ratable benefit of rescission, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected Lenders a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
Representations and Warranties as to Receivables. With respect to Receivables, each Related Party and subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally, Borrower continuously warrants and represents to Lender and Lender that during the term of this Agreement and so long as any of until the Indebtedness remains unpaidsecured hereby has been indefeasibly paid in full and all of Lender’s obligations to make advances under this Agreement have terminated: (i) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by Borrower, which for the avoidance of doubt are deemed to be made as of each Related Partyday that a Mortgage Loan secures any Loan made under this Agreement; and (ii) those Receivables designated as Eligible Receivables meet satisfies each of the following requirements representations, warranties, acknowledgments and agreements below and in Annex A hereto at the time any request for advance Notice of 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;.
(b) Each Receivable is an Eligible Receivable.
(c) Each Receivable complies with the Random Selection Policy and was not selected in a manner that could adversely affect the interests of Lender.
(d) 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 Borrower 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;.
(gf) To the knowledge of each Related Party, all Account Debtors Except as disclosed in connection with Receivables: (i) had the capacity writing to contract at the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related PartyLender, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;.
(ig) The Receivables have not been assigned Any representation, warranty or pledged to certification made or deemed made herein or in any other Person other than Lender;
(j) All requirements Loan Document by Borrower or any certificate furnished to Lender pursuant to the provisions hereof or thereof or any information with respect to the Collateral furnished in writing by on behalf of applicable federalBorrower is true, state complete and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation accurate as of the applicable Account Debtors, enforceable in accordance with their terms, subject to bankruptcy, insolvency and other laws (including, but not limited to principles of equity) affecting the rights of creditors;
(l) No instrument of release time made or waiver has been executed in connection with any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after the date on which such contract is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is subject to any right of rescission, set-off, counter-claim or defense, including the defense of usury, and no such right of rescission, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected in the calculation of the outstanding amount of the Receivablesfurnished.
Appears in 1 contract
Samples: Loan and Security Agreement (NextPlay Technologies Inc.)
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms, subject to bankruptcy, insolvency and other laws (including, but not limited to principles of equity) affecting the rights of creditors;
(liii) No instrument The form and content of release or waiver has been executed all Receivables and the transactions from which they arose comply in connection all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any Consumer Loan Documentsand all applicable laws, rules and the Account Debtor in respect of such contract has not been released from its obligations thereunderregulations, in whole or in partincluding without limitation, and no action has been taken by any Related Party to release any collateral for the Consumer Loan DocumentsFinance Laws;
(miv) Except The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to WFPC, including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as disclosed in writing to Lender, no Consumer Loan Document has been amended after of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments WFPC, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) Borrowers have made a credit investigation of the obligor of each Receivable in a manner consistent with its policies and procedures; and Borrowers’ policies and procedures with respect to credit investigation generally meet the standards generally observed by prudent finance companies in similar businesses; and
(vi) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant WFPC a first priority security interest in the same, in the manner provided in this Agreement. WFPC acknowledges that (w) Borrowers have established reserves relating to the Receivables as reflected on Borrowers’ books, (x) in the ordinary course of rescissionbusiness, set-Receivables that are not collectible are charged off, counter-claim (y) Borrowers are not providing any representation or defense has been asserted warranty as to the collectibility of the Receivables and WFPC will not use Receivables being charged off in the ordinary course of business to attempt to establish a breach of a representation or warranty and (z) Borrowers do not file UCC financing statements regarding Borrowers’ liens with respect theretoto the Receivables and do not take possession of title to any pledged property, except as disclosed and that this failure by Borrowers to Lender in writing and as reflected in the calculation do so shall not constitute a breach of the outstanding amount of the Receivablesany representation or warranty.
Appears in 1 contract
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms; 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, subject recording or lien notation law with respect to bankruptcyany 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 such Borrower’s security interest in such collateral consistent with its present policy; or (B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not less than the value of the collateral securing such Receivables.
(iii) The form and content of all Receivables and the security related thereto and the transactions from which they arose comply in all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, insolvency rules and other laws (includingregulations, but not limited to principles of equity) affecting including without limitation, the rights of creditorsConsumer Finance Laws;
(liv) No instrument The original amount and unpaid balance of release each Receivable on Borrowers’ Books and Records and on any statement or waiver has been executed in connection with schedule delivered to Agent and/or any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectibility of usuryany Receivables;
(v) All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant Agent, for the benefit of rescissionLenders, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation same, in the manner provided in this Agreement; the parties specifically agree and acknowledge that from time to time Borrowers make loans based upon a subordinate lien status (such as but not limited to a second lien on a motor vehicle or real property) and such ordinary-course loans secured by subordinate lien status shall not be and are not in violation of this representation and warranty; and Notwithstanding the outstanding amount provisions of this Section 4.1, the Receivablesparties agree and acknowledge that in the ordinary course of Borrowers’ business, Borrowers from time to time (w) make loans on an unsecured basis (such as with Borrowers’ "Live Checks" loan product), (x) elect not to perfect their security interests, (y) make errors that defeat the viability of perfecting a security interest in collateral pledged by a customer, and (z) unaffiliated first lienholders refuse to give effect to Borrowers’ second liens (especially regarding motor vehicles) and that in each such instance such decisions, mistakes, or failures to recognize Borrowers’ lien status by Borrowers’ branch offices or third parties shall not be considered to be in breach of this Section 4.1.
Appears in 1 contract
Samples: Loan and Security Agreement (1st FRANKLIN FINANCIAL CORP)
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms; 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, subject recording or lien notation law with respect to bankruptcyany 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 such Borrower’s security interest in such collateral consistent with its present policy; or (B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not less than the value of the collateral securing such Receivables.
(iii) The form and content of all Receivables and the security related thereto and the transactions from which they arose comply in all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, insolvency rules and other laws (includingregulations, but not limited to principles of equity) affecting including without limitation, the rights of creditorsConsumer Finance Laws;
(liv) No instrument The original amount and unpaid balance of release each Receivable on Borrowers’ Books and Records and on any statement or waiver has been executed in connection with schedule delivered to Agent and/or any Consumer Loan Documents, and the Account Debtor in respect of such contract has not been released from its obligations thereunder, in whole or in part, and no action has been taken by any Related Party to release any collateral for the Consumer Loan Documents;
(m) Except as disclosed in writing to Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counter-claim recoupment or defenseany other claim, including allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the defense validity or collectability of usuryany Receivables;
(v) All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor of each Receivable and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant Agent, for the benefit of rescissionLenders, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation same, in the manner provided in this Agreement; the parties specifically agree and acknowledge that from time to time Borrowers make loans based upon a subordinate lien status (such as but not limited to a second lien on a motor vehicle or real property) and such ordinary-course loans secured by subordinate lien status shall not be and are not in violation of this representation and warranty; and Notwithstanding the outstanding amount provisions of this Section 4.1, the Receivablesparties agree and acknowledge that in the ordinary course of Borrowers’ business, Borrowers from time to time (w) make loans on an unsecured basis (such as with Borrowers’ "Live Checks" loan product), (x) elect not to perfect their security interests, (y) make errors that defeat the viability of perfecting a security interest in collateral pledged by a customer, and (z) unaffiliated first lienholders refuse to give effect to Borrowers’ second liens (especially regarding motor vehicles) and that in each such instance such decisions, mistakes, or failures to recognize Borrowers’ lien status by Borrowers’ branch offices or third parties shall not be considered to be in breach of this Section 4.1.
Appears in 1 contract
Samples: Loan and Security Agreement (1st FRANKLIN FINANCIAL CORP)
Representations and Warranties as to Receivables. With respect (a) As 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: Receivables generally:
(i) in determining which Each Borrower or, where a Borrower was not the original lender, to the best of such 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 are “Eligible Receivables,” Lender may rely upon and all statements or representations made by each Related Party; such Receivables 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 all Books and Records related thereto are genuine; , based on enforceable contracts and 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;
(bii) The All Receivables represent undisputedhave been duly authorized, bona fide transactions completed in accordance with executed, delivered by 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 parties whose names appear thereon 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 the time any contract or other document giving rise to the Receivable was executed; and (ii) generally have the ability to pay their debts as become due;
(h) To the knowledge of each Related Party, no proceedings or actions are threatened or pending against any Account Debtor that might result in any material adverse change in the Account Debtor’s financial condition;
(i) The Receivables have not been assigned or pledged to any other Person other than Lender;
(j) All requirements of applicable federal, state and local laws, and regulations thereunder, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of all Consumer Loan Documents have been complied with in all material respects;
(k) All Consumer Loan Documents represent the legal, valid and binding payment obligation of the applicable Account Debtors, enforceable in accordance with their terms; any applicable filing, subject recording or lien notation law with respect to bankruptcyany 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 such Borrower’s security interest in such collateral consistent with its present policy and as of the date of this Agreement, insolvency and other laws (including, but Borrowers do not limited to principles of equity) affecting the rights of creditorshave any Receivables secured by collateral;
(liii) No instrument The form and content of release or waiver has been executed in connection with any Consumer Loan Documentsall Receivables and the security related thereto, if any, and the Account Debtor transactions from which they arose comply in respect of such contract has not been released from its obligations thereunderall material respects with any and all applicable laws, in whole or in partrules and regulations, and no action has been taken by any Related Party to release any collateral for including without limitation, the Consumer Loan DocumentsFinance Laws;
(miv) Except as disclosed in writing The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to Agent and/or any Lender, no Consumer Loan Document has been amended after including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date on which such contract each Receivable is pledged to the Lender hereunder in any material respect or such that the amount of any monthly payment or the total number of the monthly payments Agent, is increased or such that the amount of any monthly payment or the total number of monthly payments is decreased; and
(n) No Consumer Loan Document is not subject to any right claim of rescissionreduction, counterclaim, set-off, counterrecoupment or any other claim, allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the validity or collectability of any Receivables;
(v) All security agreements, title retention instruments and other documents and instruments which are security for Receivables, if any, contain a correct and sufficient description of the personal property covered thereby, and, subject to the rights of Agent hereunder and the interests of Borrowers as holder of such security agreements title retention instruments or other documents or instruments, are or create security interests and Liens;
(vi) Borrowers have made an adequate credit investigation of the obligor and/or co-claim applicant of each Receivable and has determined in the ordinary course of Borrowers’ business in accordance with historic practice that his or defenseher credit is satisfactory and is in conformity in all material respects with Borrowers’ policies and standards; and
(vii) A Borrower has good and valid indefeasible title to the Receivables, including the defense free and clear of usuryall prior assignments, claims, liens, encumbrances and security interests, and no such has the right to pledge and grant Agent, for the benefit of rescissionLenders and WFPC Affiliates, set-off, counter-claim or defense has been asserted with respect thereto, except as disclosed to Lender in writing and as reflected a first priority security interest in the calculation of same, in the outstanding amount of the Receivablesmanner provided in this Agreement.
Appears in 1 contract
