REPRESENTATIONS AND WARRANTIES OF CPS. CPS represents, warrants and, where specified, disclaims to Seller, as of the Effective Date and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF CPS. CPS makes the following representations and warranties, on which the Borrower relies in purchasing the Receivables and the Other Conveyed Property related thereto and on which each Lender relies in making its Loans. Such representations and warranties are made as of the date of this Agreement, as of each Funding Date and after giving effect to the making of each applicable Loan (as if made as of the making of each such Loan), unless such representation or warranty expressly refers to an earlier date, in which case such representation or warranty is made as of the date of this Agreement and as of the applicable Funding Date, but speaks as of the date referenced therein, and shall survive the sale by CPS to the Purchaser of the Receivables and the Other Conveyed Property related thereto under the Sale and Servicing Agreement, the making of the Class A Loans and the Class B Loans, and the grant of a security interest in the Receivables and the other Collateral related thereto by the Borrower to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement.
REPRESENTATIONS AND WARRANTIES OF CPS. 63 Section 5.1 Organization and Existence...........................................................63 Section 5.2 Execution, Delivery and Enforceability...............................................63 Section 5.3 No Violation.........................................................................63 Section 5.4 Litigation...........................................................................64 Section 5.5 [Intentionally left blank.]..........................................................64 Section 5.6 Brokers..............................................................................64 Section 5.7 Financing............................................................................64
REPRESENTATIONS AND WARRANTIES OF CPS. CPS makes the following representations and warranties, on which the Issuer relies in purchasing the Receivables and the Other Conveyed Property related thereto, and on which the Note Purchaser relies in purchasing the Notes. Such representations and warranties are made as of the Restatement Effective Date and as of each Funding Date after the Restatement Effective Date, and shall survive the sale by CPS to the Issuer of the Receivables and the Other Conveyed Property related thereto under the Sale and Servicing Agreement, the issuance of the Notes, the purchase of each Advance and the grant of a security interest in the Receivables and the other Collateral related thereto by the Issuer to the Trustee under the Indenture.
REPRESENTATIONS AND WARRANTIES OF CPS. The representations and warranties made by CPS in this Agreement shall be true and correct in all respects when made and as of the Closing Date with the same force and effect as though made on the Closing Date, except where the effect of any breaches of the representations and warranties of CPS made in this Agreement, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF CPS. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement that identifies by section number the section and subsection to which such disclosure relates and is delivered by CPS to BEKAM prior to the Final Closing (the "CPS Disclosure Schedule"), CPS represents and warrants to BEKAM, as of the date hereof and as of the Final Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF CPS. (I) CPS made certain representations and warranties, on which the Issuer relied in purchasing the Residual Interest Assets, on which the Note Purchaser relied in purchasing the Notes, on which the Note Purchaser and the Administrative Agent relied in executing the Original Note Purchase Agreement and on which the Trustee relied in executing the Original Indenture. Such representations and warranties were made as of the Initial Closing Date and as of each Funding Date after the Initial Funding Date. In addition, CPS will make the following representations and warranties as of the Effective Date and as of each Settlement Date, on which (i) the Administrative Agent and the Note Purchaser relied in executing this Agreement on the Effective Date and (ii) the Trustee relied in executing the Indenture on the Effective Date.
REPRESENTATIONS AND WARRANTIES OF CPS. CPS makes the following representations and warranties, on which the Issuer relies in purchasing the Receivables and the Other Conveyed Property related thereto, and on which the Class A Note Purchaser relies in purchasing its Class A Notes. Such representations and warranties are made as of the date of this Agreement and as of each Class A Funding Date, and shall survive the sale by CPS to the Purchaser of the Receivables and the Other Conveyed Property related thereto under the Sale and Servicing Agreement, the issuance of the Class A Notes, the purchase of each Class A Advance and the grant of a security interest in the Receivables and the other Collateral related thereto by the Issuer to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture.
(a) Sale and Servicing Agreement and Class B Note Purchase Agreement. Each of the representations, warranties and covenants of the Seller and the Servicer in the Sale and Servicing Agreement and the Basic Documents is true and correct.
(b) Investment Company Status. CPS is not, nor will the consummation of the transactions contemplated by the Basic Documents cause CPS to be, an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act or a company "controlled by" an investment company within the meaning of the Investment Company Act. The consummation of the transactions contemplated by this Agreement and each other Basic Document to which CPS is a party will not violate any provision of such Act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder. CPS is not subject to regulation under any applicable law (other than Regulation X of the Board of Governors of the Federal Reserve System) that limits its ability to incur Indebtedness.
REPRESENTATIONS AND WARRANTIES OF CPS. CPS makes the following representations and warranties, on which the Issuer relies in purchasing the Receivables and the Other Conveyed Property related thereto, and on which the Note Purchaser relies in purchasing the Notes. Such representations and warranties are made as of the date of this Agreement and as of each Funding Date, and shall survive the sale by CPS to the Issuer of the Receivables and the Other Conveyed Property related thereto under the Sale and Servicing Agreement, the issuance of the Notes, the purchase of each Advance and the grant of a security interest in the Receivables and the other Collateral related thereto by the Issuer to the Trustee under the Indenture.
REPRESENTATIONS AND WARRANTIES OF CPS. CPS makes the following representations and warranties, on which the Issuer relies in purchasing the Receivables and the Other Conveyed Property related thereto, and on which the Class A Note Purchaser relies in purchasing its Class A Notes. Such representations and warranties are made as of the date of this Agreement and as of each Class A Funding Date, and shall survive the sale by CPS to the Purchaser of the Receivables and the Other Conveyed Property related thereto under the Sale and Servicing Agreement, the issuance of the Class A Notes, the purchase of each Class A Advance and the grant of a security interest in the Receivables and the other Collateral related thereto by the Issuer to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture.
