Common use of Representations and Warranties of Borrowers and Guarantor Clause in Contracts

Representations and Warranties of Borrowers and Guarantor. To induce the Lenders to execute and deliver this Agreement, each of the Borrowers and the Guarantor represents and warrants to the Lenders (which representations shall survive the execution and delivery of this Agreement, and each of which shall be deemed to be a representation for purposes of Section 12.1(e) of the Credit Agreement) that: (a) this Agreement has been duly authorized, executed and delivered by each Borrower and the Guarantor and constitutes a legal, valid and binding obligation, contract and agreement of each Borrower and the Guarantor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the execution, delivery and performance by each Borrower and the Guarantor of this Agreement: (i) has been duly authorized by all necessary action of each Borrower and the Guarantor and, if required, shareholder action: (ii) does not require the consent or approval of any governmental or regulatory body or agency; (iii) will not violate any provision of law, statute, rule or regulation or its organizational documents, any order of any court or any rule, regulation or order of any agency or government binding upon it, or any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; and (iv) will not result in a breach or constitute (alone or with due notice or lapse or time or both) a default under any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; (c) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; and (d) all the representations and warranties contained in Article 7 of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by each Borrower on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true and correct as such earlier date.

Representations and Warranties of Borrowers and Guarantor. To induce the Lenders Borrowers and Guarantor jointly and severally represent and warrant to execute and deliver this Agreement, each Lender as follows: (a) Each of the Borrowers and Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and all instruments and other documents executed and delivered in connection herewith (collectively, the "Transfer Documents"). The execution and delivery by Borrowers and Guarantor of this Agreement and the other Transfer Documents, and consummation by such Parties of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of such Parties. This Agreement and the other Transfer Documents to which any of the Borrowers or Guarantor is a party constitute the legal, valid and binding obligations of such Parties, enforceable against them in accordance with their respective terms. (b) The execution and delivery by Borrowers and Guarantor of this Agreement and the other Transfer Documents, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a breach of or default under any of the terms, conditions or provisions of the articles of incorporation or bylaws of such Parties or any agreement or other instrument to which any of such Parties is a party or by which any of such Parties or the Purchased Collateral may be bound. (c) The execution and delivery by Borrowers and the Guarantor represents of this Agreement and warrants the other Transfer Documents, compliance by such Parties with the terms hereof and thereof, and the consummation by such Parties of the transactions contemplated hereby and thereby, do not require any of such Parties to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation, person or other entity or any governmental or judicial authority. (d) None of the transactions contemplated by this Agreement are restrained or prohibited by any injunction, stay, order or judgment rendered by any court or other governmental agency, no proceeding has been instituted or is pending in which any creditor of any of the Borrowers, Guarantor or any other person or entity seeks to restrain such transactions, or any part thereof, or otherwise to attach, sequester or enforce any other remedies against the Purchased Collateral or any part thereof, nor is there any person or entity, other than Lender, that has the right to seek any such attachment, sequestration or other remedies. (e) None of the Borrowers nor Guarantor have commenced a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law nor has any involuntary proceeding been commenced against any of the Borrowers or Guarantor seeking relief under the federal bankruptcy code. (f) All of the Purchased Collateral, including without limitation the Auto Paper Portfolio, is owned by Original Borrower free and clear of any lien, security interest, charge or other encumbrance, except for Lender's perfected security interest. All of the Purchased Collateral that comprises Eligible Non-Prime Auto Paper is enforceable in accordance with its terms, is genuine, and complies with applicable federal, state and local laws, ordinances, rules and regulations concerning form, content and manner of preparation and execution and, to the Lenders best of Original Borrower's knowledge, all persons appearing to be obligated on the Eligible Non-Prime Auto Paper have authority and capacity to contract and are in fact obligated as they appear to be on the Eligible Non-Prime Auto Paper, free of any offset, compensation, deduction or counterclaim. To the extent the Purchased Collateral consists of accounts, chattel paper, instruments or general intangibles that are not Eligible Non-Prime Auto Paper, such ineligible collateral is enforceable in accordance with its terms, is genuine, and complies in all material respects with applicable federal, state and local laws, ordinances, rules and regulations concerning form, content and manner of preparation and execution and, to the best of Original Borrower's knowledge, all persons appearing to be obligated on such collateral have authority and capacity to contract and are in fact obligated as they appear to be on such collateral, free of any offset, compensation, deduction or counterclaim. Except as disclosed on Exhibit "F" attached hereto, all original instruments representing the Auto Paper Portfolio and all certificates of title relating thereto have been delivered to Lender. None of the security for the Auto Paper Portfolio has been foreclosed upon or repossessed. None of the chattel paper listed on Exhibit "B" is subject to a known claim or legal action asserted or filed by any obligor thereunder. (which g) Neither Original Borrower nor Search Financial Services Acceptance Corp. has any forced placed insurance or vendor single insurance coverage in effect with respect to the motor vehicles securing the Purchased Collateral. All representations and warranties contained in this Section 5 or elsewhere in this Agreement shall survive the execution and delivery of this Agreement, and each of which shall be deemed to be a representation for purposes of Section 12.1(e) of the Credit Agreement) that: (a) this Agreement has been duly authorized, executed and delivered by each Borrower and the Guarantor other Transfer Documents and constitutes a legal, valid and binding obligation, contract and agreement of each Borrower and the Guarantor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the execution, delivery and performance by each Borrower and the Guarantor of this Agreement: (i) has been duly authorized by all necessary action of each Borrower and the Guarantor and, if required, shareholder action: (ii) does not require the consent or approval of any governmental or regulatory body or agency; (iii) will not violate any provision of law, statute, rule or regulation or its organizational documents, any order of any court or any rule, regulation or order of any agency or government binding upon it, or any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; and (iv) will not result in a breach or constitute (alone or with due notice or lapse or time or both) a default under any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; (c) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; and (d) all the representations and warranties contained in Article 7 of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by each Borrower on and as of the date hereof, except shall inure to the extent that such representations benefit of Lender and warranties specifically relate to an earlier date, in which case they are true its successors and correct as such earlier dateassigns.

Representations and Warranties of Borrowers and Guarantor. To induce the Lenders to execute and deliver this Agreement, each of the Borrowers and the Guarantor represents and warrants to the Lenders (which representations shall survive the execution and delivery of this Agreement, and each of which shall be deemed to be a representation for purposes of Section 12.1(e) of the Credit Agreement) that: (a) this Agreement has been duly authorized, executed and delivered by each Borrower and the Guarantor and constitutes a legal, valid and binding obligation, contract and agreement of each Borrower and the Guarantor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ ' rights generally; (b) the execution, delivery and performance by each Borrower and the Guarantor of this Agreement: (i) has been duly authorized by all necessary action of each Borrower and the Guarantor and, if required, shareholder action: (ii) does not require the consent or approval of any governmental or regulatory body or agency; (iii) will not violate any provision of law, statute, rule or regulation or its organizational documents, any order of any court or any rule, regulation or order of any agency or government binding upon it, or any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; and (iv) will not result in a breach or constitute (alone or with due notice or lapse or time or both) a default under any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; (c) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; and (d) all the representations and warranties contained in Article 7 of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by each Borrower on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true and correct as such earlier date.

Representations and Warranties of Borrowers and Guarantor. To induce the Lenders to execute and deliver this Agreement, each of the Borrowers and the Guarantor represents and warrants to the Lenders (which representations shall survive the execution and delivery of this Agreement, and each of which shall be deemed to be a representation for purposes of Section 12.1(e) of the Credit Agreement) that: (a) this Agreement has been duly authorized, executed and delivered by each Borrower and the Guarantor and constitutes a legal, valid and binding obligation, contract and agreement of each Borrower and the Guarantor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the execution, delivery and performance by each Borrower and the Guarantor of this Agreement: (i) has been duly authorized by all necessary action of each Borrower and the Guarantor and, if required, shareholder action:; (ii) does not require the consent or approval of any governmental or regulatory body or agency; (iii) will not violate any provision of law, statute, rule or regulation or its organizational documents, any order of any court or any rule, regulation or order of any agency or government binding upon it, or any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; and (iv) will not result in a breach or constitute (alone or with due notice or lapse or time or both) a default under any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; (c) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; and (d) all the representations and warranties contained in Article 7 of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by each Borrower on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true and correct as such earlier date.