Common use of REPRESENTATIONS AND WARRANTIES OF SRI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SRI. SRI repeats and reaffirms to the Class B Purchasers and the Class B Agent the representations and warranties of the Servicer set forth in Sections 3.3 of the Pooling and Servicing Agreement, and represents and warrants that such representations and warranties are true and correct as of the date hereof. SRI further represents and warrants to, and agree with, the Class B Agent and each Class B Purchaser that, as of the date hereof: (a) SRI is a duly organized and validly existing corporation in good standing under the laws of the State of Texas, with corporate power and authority to own its properties and to transact the business in which it is now engaged. SRI is duly qualified to do business (or is exempt from such qualification) and is in good standing in each State of the United States where the nature of its business requires it to be so qualified. (b) SRI has the full corporate power, authority and legal right to make, execute, deliver and perform the Related Documents to which it is party (individually or as Servicer) and all of the transactions contemplated thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of the Related Documents to which it is party and such issuance. Each of the Related Documents to which SRI is party (individually or as Servicer) constitutes its legal, valid and binding agreement enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors of national banking associations generally and except as such enforceability may be limited by general principles of equity, whether considered in a proceeding at law or in equity). (c) SRI is not required to obtain the consent of any other party or any consent, license, approval or authorization of, or registration with, any Governmental Authority in connection with the execution, delivery or performance of each of the Related Documents to which it is party (individually or as Servicer) that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date. (d) The execution, delivery and performance by SRI of the Related Documents to which it is party (individually or as Servicer) do not violate or conflict with any provision of any existing law or regulation applicable to SRI or any order or decree of any court to which SRI is subject or the Certificate of Incorporation or Bylaws of SRI, or any mortgage, security agreement, indenture, contract or other agreement to which SRI is a party or by which SRI or any significant portion of its properties is bound. (e) There is no litigation, investigation or administrative proceeding before any court, tribunal, regulatory body or governmental body presently pending, or, to the knowledge of SRI, threatened, with respect to any of the Related Documents, the transactions contemplated thereby, or the issuance of the Series 1997-1 Certificates, and there is no such litigation or proceeding against SRI or any significant portion of its properties which would, individually or in the aggregate, have a material adverse effect on the transactions contemplated by any of the Related Documents or the ability of SRI to perform its obligations thereunder. (f) SRI is not insolvent or the subject of any insolvency or liquidation proceeding. The financial statements of SRI delivered to the Class B Agent are complete and correct in all material respects and fairly present the financial condition of SRI as of date of such statements and its results of operations for the period then ended, all in accordance with United States generally accepted accounting principles consistently applied. Since the date of the most recent audited financial statements of SRI delivered to the Class B Agent through the Closing Date, there has not been any material adverse change in the condition (financial or otherwise) of SRI. (g) There are no outstanding comments from the most recent report prepared by the independent public accountants for SRI (individually or in its capacity as Servicer) in connection with its credit card receivables. (h) No Trust Pay Out Event, Series 1997-1 Pay Out Event, Servicer Default, Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an event or default. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Trust, SRPC nor SRI is required to be registered under the Investment Company Act of 1940, as amended. (j) The Receivables Purchase Agreement is in full force and effect on the date hereof and no material default by any party exists thereunder. (k) The Trust is duly created and existing under the laws of the State of New York. Simultaneous with the closing hereunder, all conditions to the issuance and sale of the Series 1997-1 Certificates set forth in the Pooling and Servicing Agreement have been satisfied and the Series 1997-1 Certificates have been duly issued by the Trust. (l) To the knowledge of SRI, the representations and warranties of SRPC set forth in Section 4.1 above are true and correct in all material respects. (m) All written factual information heretofore furnished by SRPC, SRI or Stage to, or for delivery to, the Class B Agent for purposes of or in connection with this Agreement, including information relating to the Accounts, the Receivables and the credit card business of SRPC or SRI, was true and correct in all material respects on the date as of which such information was stated or certified and remains true and correct in all material respects (unless such information specifically relates to an earlier date in which case such information shall have been true and correct in all material respects on such earlier date).

REPRESENTATIONS AND WARRANTIES OF SRI. SRI repeats and reaffirms to the Class B Purchasers A-2 Purchasers, the Agents and the Class B Facility Agent the representations and warranties of the Servicer set forth in Sections Section 3.3 of the Pooling and Servicing Agreement, and represents and warrants that such representations and warranties are true and correct as of the date hereof. SRI further represents and warrants to, and agree with, the Class B each Agent and each Class B A-2 Purchaser and the Facility Agent that, as of the date hereof: (a) SRI is a duly organized and validly existing corporation in good standing under the laws of the State of Texas, with corporate power and authority to own its properties and to transact the business in which it is now engaged. SRI is duly qualified to do business (or is exempt from such qualification) and is in good standing in each State of the United States where the nature of its business requires it to be so qualified. (b) SRI has the full corporate power, authority and legal right to make, execute, deliver and perform the Related Documents to which it is party (individually or as Servicer) and all of the transactions contemplated thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of the Related Documents to which it is party and such issuance. Each of the Related Documents to which SRI is party (individually or as Servicer) constitutes its legal, valid and binding agreement enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors of national banking associations generally and except as such enforceability may be limited by general principles of equity, whether considered in a proceeding at law or in equity). (c) SRI is not required to obtain the consent of any other party or any consent, license, approval or authorization of, or registration with, any Governmental Authority in connection with the execution, delivery or performance of each of the Related Documents to which it is party (individually or as Servicer) that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date. (d) The execution, delivery and performance by SRI of the Related Documents to which it is party (individually or as Servicer) do not violate or conflict with any provision of any existing law or regulation applicable to SRI or any order or decree of any court to which SRI is subject or the Certificate of Incorporation or Bylaws of SRI, or any mortgage, security agreement, indenture, contract or other agreement to which SRI is a party or by which SRI or any significant portion of its properties is bound. (e) There is no litigation, investigation or administrative proceeding before any court, tribunal, regulatory body or governmental body presently pending, or, to the knowledge of SRI, threatened, with respect to any of the Related Documents, the transactions contemplated thereby, or the issuance of the Series 19971999-1 Certificates, and there is no such litigation or proceeding against SRI or any significant portion of its properties which would, individually or in the aggregate, have a material adverse effect on the transactions contemplated by any of the Related Documents or the ability of SRI to perform its obligations thereunder. (f) SRI is not insolvent or the subject of any insolvency or liquidation proceeding. The financial statements of SRI delivered to the any Agent or Class B Agent A-2 Purchaser are complete and correct in all material respects and fairly present the financial condition of SRI as of date of such statements and its results of operations for the period then ended, all in accordance with United States generally accepted accounting principles consistently applied. Since the date of the most recent audited financial statements of SRI delivered to the Agents and the Class B Agent A-2 Purchasers through the Closing Date, there has not been any material adverse change in the condition (financial or otherwise) of SRI, other than changes (if any) disclosed in Stage's filings with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or disclosed in a writing addressed to the Facility Agent and the initial Agent. (g) There are no outstanding comments from the most recent report prepared by the independent public accountants for SRI (individually or in its capacity as Servicer) in connection with its credit card receivables. (h) No Trust Pay Out Event, Series 19971999-1 Pay Out Event, Mandatory Partial Amortization Event, Servicer Default, Default or Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an event or default. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Trust, SRPC nor SRI is required to be registered under the Investment Company Act of 1940, as amended. (j) The Receivables Purchase Agreement is in full force and effect on the date hereof and no material default by any party exists thereunder. (k) The Trust is duly created and existing under the laws of the State of New York. Simultaneous with the closing hereunder, all conditions to the issuance and sale of the Series 19971999-1 Certificates set forth in the Pooling and Servicing Agreement have been satisfied and the Series 19971999-1 Certificates have been duly issued by the Trust. (l) To the knowledge of SRI, the representations and warranties of SRPC set forth in Section 4.1 above are true and correct in all material respects. (m) The representations and warranties of Granite set forth in Section 4.02 and 4.03 of the Receivables Transfer Agreement are true and correct in all material respects. (n) The Servicer and the Transferor have each (i) initiated a review and assessment of all areas within its business and operations (including those affected by suppliers, vendors and customers) that could be adversely affected by the risk that computer applications used by the Servicer or the Transferor (or suppliers, vendors and customers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Problem"), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that timetable. Based on the foregoing, the Servicer and the Transferor each believe that all computer applications (including those of its suppliers, vendors and customers) that are material to its business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and after January 1, 2000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected (a) to have a material adverse effect on the financial condition or operations of the Servicer or the Transferor or on the transactions documented under this Agreement or any Related Document, or (b) to result in a Termination Event. Each of the Transferor and the Servicer (i) has completed a review and assessment of all computer applications (including, but not limited to those of its suppliers, vendors, customers and any third party servicers), which are related to or involved in the origination, collection, management or servicing of the Accounts and the Receivables (the "Contract Systems") and (ii) has determined that such Contract Systems are Year 2000 Compliant. The costs of all assessment, remediation, testing and integration related to the plans of the Servicer and the Transferor for becoming Year 2000 Compliant will not have a material adverse effect on the financial condition or operations of the Servicer or the Transferor. (o) All written factual information heretofore furnished by SRPC, SRI SRI, Granite or Stage to, or for delivery to, the any Agent or Class B Agent A-2 Purchaser for purposes of or in connection with this Agreement, including information relating to the Accounts, the Receivables and the credit card business of SRPC SRPC, Granite or SRI, was true and correct in all material respects on the date as of which such information was stated or certified and remains true and correct in all material respects (unless such information specifically relates to an earlier date in which case such information shall have been true and correct in all material respects on such earlier date).

REPRESENTATIONS AND WARRANTIES OF SRI. SRI repeats and reaffirms to the Class B A Purchasers and the Class B A Agent the representations and warranties of the Servicer set forth in Sections 3.3 of the Pooling and Servicing Agreement, and represents and warrants that such representations and warranties are true and correct as of the date hereof. SRI further represents and warrants to, and agree with, the Class B A Agent and each Class B A Purchaser that, as of the date hereof: (a) SRI is a duly organized and validly existing corporation in good standing under the laws of the State of Texas, with corporate power and authority to own its properties and to transact the business in which it is now engaged. SRI is duly qualified to do business (or is exempt from such qualification) and is in good standing in each State of the United States where the nature of its business requires it to be so qualified. (b) SRI has the full corporate power, authority and legal right to make, execute, deliver and perform the Related Documents to which it is party (individually or as Servicer) and all of the transactions contemplated thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of the Related Documents to which it is party and such issuance. Each of the Related Documents to which SRI is party (individually or as Servicer) constitutes its legal, valid and binding agreement enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors of national banking associations generally and except as such enforceability may be limited by general principles of equity, whether considered in a proceeding at law or in equity). (c) SRI is not required to obtain the consent of any other party or any consent, license, approval or authorization of, or registration with, any Governmental Authority in connection with the execution, delivery or performance of each of the Related Documents to which it is party (individually or as Servicer) that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date. (d) The execution, delivery and performance by SRI of the Related Documents to which it is party (individually or as Servicer) do not violate or conflict with any provision of any existing law or regulation applicable to SRI or any order or decree of any court to which SRI is subject or the Certificate of Incorporation or Bylaws of SRI, or any mortgage, security agreement, indenture, contract or other agreement to which SRI is a party or by which SRI or any significant portion of its properties is bound. (e) There is no litigation, investigation or administrative proceeding before any court, tribunal, regulatory body or governmental body presently pending, or, to the knowledge of SRI, threatened, with respect to any of the Related Documents, the transactions contemplated thereby, or the issuance of the Series 1997-1 Certificates, and there is no such litigation or proceeding against SRI or any significant portion of its properties which would, individually or in the aggregate, have a material adverse effect on the transactions contemplated by any of the Related Documents or the ability of SRI to perform its obligations thereunder. (f) SRI is not insolvent or the subject of any insolvency or liquidation proceeding. The financial statements of SRI delivered to the Class B A Agent are complete and correct in all material respects and fairly present the financial condition of SRI as of date of such statements and its results of operations for the period then ended, all in accordance with United States generally accepted accounting principles consistently applied. Since the date of the most recent audited financial statements of SRI delivered to the Class B A Agent through the Closing Date, there has not been any material adverse change in the condition (financial or otherwise) of SRI. (g) There are no outstanding comments from the most recent report prepared by the independent public accountants for SRI (individually or in its capacity as Servicer) in connection with its credit card receivables. (h) No Trust Pay Out Event, Series 1997-1 Pay Out Event, Servicer Default, Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an event or default. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Trust, SRPC nor SRI is required to be registered under the Investment Company Act of 1940, as amended. (j) The Receivables Purchase Agreement is in full force and effect on the date hereof and no material default by any party exists thereunder. (k) The Trust is duly created and existing under the laws of the State of New York. Simultaneous with the closing hereunder, all conditions to the issuance and sale of the Series 1997-1 Certificates set forth in the Pooling and Servicing Agreement have been satisfied and the Series 1997-1 Certificates have been duly issued by the Trust. (l) To the knowledge of SRI, the representations and warranties of SRPC set forth in Section 4.1 above are true and correct in all material respects. (m) All written factual information heretofore furnished by SRPC, SRI or Stage to, or for delivery to, the Class B A Agent for purposes of or in connection with this Agreement, including information relating to the Accounts, the Receivables and the credit card business of SRPC or SRI, was true and correct in all material respects on the date as of which such information was stated or certified and remains true and correct in all material respects (unless such information specifically relates to an earlier date in which case such information shall have been true and correct in all material respects on such earlier date).

REPRESENTATIONS AND WARRANTIES OF SRI. SRI repeats and reaffirms to the Class B Purchasers A-1 Purchasers, the Agents and the Class B Facility Agent the representations and warranties of the Servicer set forth in Sections Section 3.3 of the Pooling and Servicing Agreement, and represents and warrants that such representations and warranties are true and correct as of the date hereof. SRI further represents and warrants to, and agree with, the Class B each Agent and each Class B A-1 Purchaser and the Facility Agent that, as of the date hereof: (a) SRI is a duly organized and validly existing corporation in good standing under the laws of the State of Texas, with corporate power and authority to own its properties and to transact the business in which it is now engaged. SRI is duly qualified to do business (or is exempt from such qualification) and is in good standing in each State of the United States where the nature of its business requires it to be so qualified. (b) SRI has the full corporate power, authority and legal right to make, execute, deliver and perform the Related Documents to which it is party (individually or as Servicer) and all of the transactions contemplated thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of the Related Documents to which it is party and such issuance. Each of the Related Documents to which SRI is party (individually or as Servicer) constitutes its legal, valid and binding agreement enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors of national banking associations generally and except as such enforceability may be limited by general principles of equity, whether considered in a proceeding at law or in equity). (c) SRI is not required to obtain the consent of any other party or any consent, license, approval or authorization of, or registration with, any Governmental Authority in connection with the execution, delivery or performance of each of the Related Documents to which it is party (individually or as Servicer) that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date. (d) The execution, delivery and performance by SRI of the Related Documents to which it is party (individually or as Servicer) do not violate or conflict with any provision of any existing law or regulation applicable to SRI or any order or decree of any court to which SRI is subject or the Certificate of Incorporation or Bylaws of SRI, or any mortgage, security agreement, indenture, contract or other agreement to which SRI is a party or by which SRI or any significant portion of its properties is bound. (e) There is no litigation, investigation or administrative proceeding before any court, tribunal, regulatory body or governmental body presently pending, or, to the knowledge of SRI, threatened, with respect to any of the Related Documents, the transactions contemplated thereby, or the issuance of the Series 19971999-1 Certificates, and there is no such litigation or proceeding against SRI or any significant portion of its properties which would, individually or in the aggregate, have a material adverse effect on the transactions contemplated by any of the Related Documents or the ability of SRI to perform its obligations thereunder. (f) SRI is not insolvent or the subject of any insolvency or liquidation proceeding. The financial statements of SRI delivered to the any Agent or Class B Agent A-1 Purchaser are complete and correct in all material respects and fairly present the financial condition of SRI as of date of such statements and its results of operations for the period then ended, all in accordance with United States generally accepted accounting principles consistently applied. Since the date of the most recent audited financial statements of SRI delivered to the Agents and the Class B Agent A-1 Purchasers through the Closing Date, there has not been any material adverse change in the condition (financial or otherwise) of SRI, other than changes (if any) disclosed in Stage's filings with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or disclosed in a writing addressed to the Facility Agent and the initial Agent. (g) There are no outstanding comments from the most recent report prepared by the independent public accountants for SRI (individually or in its capacity as Servicer) in connection with its credit card receivables. (h) No Trust Pay Out Event, Series 19971999-1 Pay Out Event, Mandatory Partial Amortization Event, Servicer Default, Default or Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an event or default. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Trust, SRPC nor SRI is required to be registered under the Investment Company Act of 1940, as amended. (j) The Receivables Purchase Agreement is in full force and effect on the date hereof and no material default by any party exists thereunder. (k) The Trust is duly created and existing under the laws of the State of New York. Simultaneous with the closing hereunder, all conditions to the issuance and sale of the Series 19971999-1 Certificates set forth in the Pooling and Servicing Agreement have been satisfied and the Series 19971999-1 Certificates have been duly issued by the Trust. (l) To the knowledge of SRI, the representations and warranties of SRPC set forth in Section 4.1 above are true and correct in all material respects. (m) The representations and warranties of Granite set forth in Section 4.02 and 4.03 of the Receivables Transfer Agreement are true and correct in all material respects. (n) The Servicer and the Transferor have each (i) initiated a review and assessment of all areas within its business and operations (including those affected by suppliers, vendors and customers) that could be adversely affected by the risk that computer applications used by the Servicer or the Transferor (or suppliers, vendors and customers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Problem"), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that timetable. Based on the foregoing, the Servicer and the Transferor each believe that all computer applications (including those of its suppliers, vendors and customers) that are material to its business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and after January 1, 2000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected (a) to have a material adverse effect on the financial condition or operations of the Servicer or the Transferor or on the transactions documented under this Agreement or any Related Document, or (b) to result in a Termination Event. Each of the Transferor and the Servicer (i) has completed a review and assessment of all computer applications (including, but not limited to those of its suppliers, vendors, customers and any third party servicers), which are related to or involved in the origination, collection, management or servicing of the Accounts and the Receivables (the "Contract Systems") and (ii) has determined that such Contract Systems are Year 2000 Compliant. The costs of all assessment, remediation, testing and integration related to the plans of the Servicer and the Transferor for becoming Year 2000 Compliant will not have a material adverse effect on the financial condition or operations of the Servicer or the Transferor. (o) All written factual information heretofore furnished by SRPC, SRI SRI, Granite or Stage to, or for delivery to, the any Agent or Class B Agent A-1 Purchaser for purposes of or in connection with this Agreement, including information relating to the Accounts, the Receivables and the credit card business of SRPC SRPC, Granite or SRI, was true and correct in all material respects on the date as of which such information was stated or certified and remains true and correct in all material respects (unless such information specifically relates to an earlier date in which case such information shall have been true and correct in all material respects on such earlier date).