Representations and Warranties of the Borrower and the Servicer. The Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows:
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer represents and warrants as to itself as follows:
(a) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Person of this Amendment or the performance by such Person of the Agreement as amended by this Amendment;
(b) This Amendment and the Agreement, as amended by this Amendment, constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms;
(c) Upon the effectiveness of this Amendment, such Person hereby reaffirms all covenants, representations and warranties made by it in the Agreement, as amended, and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment; and
(d) Upon the effectiveness of this Amendment, no Event of Termination, and no Incipient Event of Termination shall have occurred and is continuing.
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer, as to itself, hereby represents and warrants to the Program Agent, each Administrative Agent and the Lenders as of the date hereof that:
(a) This Amendment and the Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower and the Servicer and are enforceable against the Borrower and the Servicer in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(b) Upon the effectiveness of this Amendment, each of the Borrower and the Servicer hereby reaffirms all representations and warranties made by it in Article IV of the Loan Agreements, as amended, and agrees that all such representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date.
(c) As of the date hereof, no Event of Termination, Incipient Event of Termination, Early Amortization Event or Servicer Termination Event has occurred and is continuing.
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer represents and warrants as of the date hereof and as of the date of any subsequent Borrowing Date, as follows:
Representations and Warranties of the Borrower and the Servicer. Each of the Servicer and the Borrower (each as to itself) hereby represents and warrants, as of the date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each CP Rollover Fixed Period, as follows:
(a) Each Pledged Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Monthly Remittance Report or Commercial Paper Remittance Report is an Eligible Receivable.
(b) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and all licenses necessary to own its assets and to transact the business in which it is presently engaged, and is duly qualified and in good standing under the laws of each jurisdiction where its ownership of the Pledged Receivables requires such qualification.
(c) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and all licenses necessary to own its assets and to transact the business in which it is presently engaged (which includes servicing Receivables on behalf of third parties and itself), and is duly qualified and in good standing under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification.
(d) Each of the Servicer and the Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and, in the case of the Borrower, to grant to the Agent, for the benefit of the Lender, a first priority perfected security interest in the Pledged Assets on the terms and conditions of this Agreement. This Agreement and each of the Transaction Documents to which the Servicer or the Borrower is a party constitutes the legal, valid and binding obligation of the Servicer and the Borrower, as applicable, enforceable against them in accordance with their respective terms except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors' rights generally and by general principles of equity (whether such enforceability...
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer hereby represents and warrants to each Lender, each Facility Agent and the Administrative Agent that, on and as of the date hereof:
(a) this Amendment has been duly executed and delivered by it, and this Amendment and the Existing Loan Agreement as amended hereby constitute, the legal, valid and binding obligations of it enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law); and
(b) the representations and warranties of it contained in the Loan Agreement or in the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof, with the same effect as though made on such date (after giving effect to this Amendment), except to the extent such representation or warranty expressly relates only to a prior date; and
(c) immediately after giving effect to this Amendment, no Amortization Event or Event of Default shall have occurred and be continuing.
Representations and Warranties of the Borrower and the Servicer. Each of the Servicer and the Borrower (each as to itself) hereby represents and warrants, as of the Closing Date, the Amendment Date, on each Borrowing Date, on each Remittance Date and on the first day of each CP Rollover Fixed Period, as follows:
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the initial Servicer represent and warrant that:
(a) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment;
(b) this Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);
(c) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by it of this Amendment, except those that have been obtained or made and are in full force and effect;
(d) the representations and warranties it has made set forth in Section 4.1 or Section 7.5 of the Credit Agreement, as applicable, are true and correct as of the date hereof (except for those which expressly relate to an earlier date), both before and after giving effect to this Amendment, as though made on and as of the date hereof; and
(e) no event has occurred, or would result after giving effect to this Amendment, that constitutes an Event of Default or a Default.
Representations and Warranties of the Borrower and the Servicer a. Each of the Borrower and the Servicer hereby represents and warrants that this Waiver and the Funding Agreement, as amended hereby, constitute legal, valid and binding obligations of such party and are enforceable against such party in accordance with their terms.
b. Upon the effectiveness of this Waiver and after giving effect hereto, each of the Borrower and the Servicer hereby reaffirms all covenants, representations and warranties made by it in the Funding Agreement and the Sale Agreement, and agrees that all such covenants, representations and warranties are true and correct in all material respects as of the date hereof.
c. The Borrower hereby represents and warrants that, upon the effectiveness of this Waiver, no event or circumstance has occurred and is continuing which constitutes a Termination Event or an Incipient Termination Event.
d. The Servicer hereby represents and warrants that, upon the effectiveness of this Waiver, no event or circumstance has occurred and is continuing which constitutes a Event of Servicer Termination or an Incipient Event of Servicer Termination.
Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer represents and warrants as to itself as follows:
(a) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Person of this Amendment or the performance by such Person of the Agreement as amended by this Amendment;
(b) This Amendment and the Agreement, as amended by this Amendment, constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms;
(c) Upon the effectiveness of this Amendment, such Person hereby reaffirms all covenants, representations and warranties made by it in the Agreement, as amended, and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment; and
(d) Upon the effectiveness of this Amendment, no Event of Termination, and no Incipient Event of Termination shall have occurred and is continuing.
(e) The Borrower agrees to obtain and deliver to CNAI, within 30 days after the effective date hereof, (a) an executed Blocked Account Agreement among the Borrower, the Originator, CNAI and Bank of America, N.A., with respect to any Lock-Boxes and Deposit Accounts maintained at Bank of America, N.A., and set forth on Schedule I attached hereto that are currently not subject to a Blocked Account Agreement and (b) evidence that all Deposit Accounts maintained at Bank of America, N.A., have been re-titled in the name of the Borrower.
