Common use of Representations and Warranties of Representation Provider Clause in Contracts

Representations and Warranties of Representation Provider. The Representation Provider makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the EFIT Receivables and the EFIT Other Conveyed Property and in transferring the EFIT Receivables and the EFIT Other Conveyed Property to the Issuer under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT Receivables and the EFIT Other Conveyed Property hereunder, the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the Contribution Agreement, and the pledge thereof by the Holding Trust to the Indenture Trustee under the Indenture. Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such EFIT Receivable. Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Indenture Trustee will thereafter be entitled to enforce this Agreement against the Representation Provider in the Indenture Trustee’s own name on behalf of the Noteholders.

Representations and Warranties of Representation Provider. The Representation Provider makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property and in transferring the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property to the Issuer under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property hereunder, the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the Contribution Agreement, and the pledge thereof by the Holding Trust to the Indenture Trustee under the Indenture. Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such EFIT [Seller] Receivable. Seller and Purchaser Xxxxxxxxx agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Indenture Trustee will thereafter be entitled to enforce this Agreement against the Representation Provider in the Indenture Trustee’s own name on behalf of the Noteholders.

Representations and Warranties of Representation Provider. The Representation Provider makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property and in transferring the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property to the Issuer under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT [Seller] Receivables and the EFIT [Seller] Other Conveyed Property hereunder, the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the Contribution Agreement, and the pledge thereof by the Holding Trust to the Indenture Trustee under the Indenture. Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such EFIT [Seller] Receivable. Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Indenture Trustee will thereafter be entitled to enforce this Agreement against the Representation Provider in the Indenture Trustee’s own name on behalf of the Noteholders.