REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing Date, and (y) with respect to each Receivable transferred to the Trust after the Closing Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that: (a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Date of all Receivables to be transferred to the Trust as of the Closing Date and the information contained therein with respect to the identity and Principal Amount of each such Receivable is true and correct in all material respects as of the Closing Date. As of the Closing Date, the aggregate amount of Receivables owned by the Company is accurately set forth in Schedule 1 hereto. (b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereof. (c) On the Initial Closing Date, each Receivable transferred to the Trust that was included in the calculation of the initial Aggregate Receivables Amount was an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable. (d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes. (e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Series, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing DateIssuance Date of such Series, and (y) with respect to each Receivable transferred to the Trust after the Closing such Issuance Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Cut-Off Date of all Receivables to be transferred to the Trust as of the Initial Closing Date and the information contained therein with respect to the identity of the Obligor of, and Principal Amount of of, each such Receivable is true and correct in all material respects as of the Closing Cut-Off Date. As of the Closing Cut-Off Date, the aggregate amount of Receivables owned by the Company is accurately set forth in all material respects in Schedule 1 hereto.
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereof.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was is included in the calculation of the initial Aggregate Receivables Amount was is an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Serieswarranties, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s Trustee's obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing DateIssuance Date of such Series, and (y) with respect to each Receivable transferred to the Trust after the Closing such Issuance Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Cut-Off Date of all Receivables to be transferred to the Trust as of the Initial Closing Date and the information contained therein with respect to the identity and Principal Amount of each such Receivable is true and correct in all material respects as of the Closing Cut-Off Date. As of the Closing Cut-Off Date, the aggregate amount of Receivables owned by the Company is accurately set forth in Schedule 1 hereto.
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereof.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was is included in the calculation of the initial Aggregate Receivables Amount was is an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Series, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s Trustee's obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing DateIssuance Date of such Series, and (y) with respect to each Receivable transferred to the Trust after the Closing such Issuance Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Cut-Off Date of all Receivables to be transferred to the Trust as of the Initial Closing Date and the information contained therein with respect to the identity and Principal Amount of each such Receivable is true and correct in all material respects as of the Closing Cut-Off Date. As of the Closing Cut-Off Date, the aggregate amount of Receivables owned by the Company is accurately set forth in Schedule 1 hereto.
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (ivv) of the definition thereof.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was is included in the calculation of the initial Aggregate Receivables Amount was is an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Series, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s Trustee's obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing DateIssuance Date of such Series, and (y) with respect to each Receivable transferred to the Trust after the Closing such Issuance Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Cut-Off Date of all Receivables to be transferred to the Trust as of the Initial Closing Date and the information contained therein with respect to the identity of the Obligor of, and Principal Amount of of, each such Receivable is true and correct in all material respects as of the Closing Cut-Off Date. As of the Closing Cut-Off Date, the aggregate amount of Receivables owned by the Company is accurately set forth in all material respects in Schedule 1 hereto.
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereof.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was is included in the calculation of the initial Aggregate Receivables Amount was is an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Serieswarranties, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s Trustee's obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing DateIssuance Date of such Series, and (y) with respect to each Receivable transferred to the Trust after the Closing such Issuance Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) As of the Cut-Off Date, Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Date of all Receivables to be transferred to the Trust as of the Closing Cut-Off Date and the information contained therein with respect to the identity and Principal Amount of each such Receivable is true and correct in all material respects as of the Closing Cut-Off Date. As of the Closing Date, the aggregate amount of Receivables owned by the Company is accurately set forth in Schedule 1 hereto.
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereofLiens.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was is included in the calculation of the initial Aggregate Receivables Amount was is an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible Receivable" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties as of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 The representations and warranties date made set forth in this Section 2.4 shall survive after the date made and the transfer and assignment of the Trust Assets to the Trust. Upon discovery by a Responsible Officer of the Company or the Master Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with in any respect to each Outstanding Series as of the Issuance Date of such Seriesdate made, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s Trustee's obligations in respect of any breach are limited as provided in Section 8.2(g).
Appears in 1 contract
Samples: Master Pooling and Servicing Agreement (General Cable Corp /De/)
REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE RECEIVABLES. The Company hereby represents and warrants to the Trustee and the Trust, for the benefit of the holders of Certificates of each Outstanding Series, (x) as of the Closing Date, and (y) with respect to each Receivable transferred to the Trust after the Closing Date, as of the related Receivables Purchase Date, unless, in either case, otherwise stated in the applicable Supplement or unless such representation or warranty expressly relates only to a prior date, that:
(a) Schedule 1 to this Agreement sets forth in all material respects an accurate and complete listing as of the Closing Date of all Receivables to be transferred to the Trust as of the Closing Date and the information contained therein with respect to the identity and Principal Amount of each such Receivable is true and correct in all material respects as of the Closing Date. As of the Closing Date, the aggregate amount of Receivables owned by the Company is accurately set forth in Schedule 1 hereto[Intentionally Omitted].
(b) Each Receivable existing on the Initial Closing Date or, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date that each such Receivable shall have been transferred to the Trust, has been conveyed to the Trust free and clear of any Lien, except for Permitted Liens specified in clauses (i) and (iv) of the definition thereof.
(c) On the Initial Closing Date, each Receivable transferred to the Trust that was included in the calculation of the initial Aggregate Receivables Amount was an Eligible Receivable and, in the case of Receivables transferred to the Trust after the Initial Closing Date, on the date such Receivable shall have been transferred to the Trust, each such Receivable that is included in the calculation of the Aggregate Receivables Amount on such date is an Eligible Receivable. Each Receivable classified as an "Eligible ReceivableELIGIBLE RECEIVABLE" by the Company in any document or report delivered hereunder satisfies the requirements of eligibility contained in the definition of Eligible Receivable.
(d) The Company has made an election to be treated as a disregarded entity for United States federal income tax purposes.
(e) The representations and warranties of USFS in the USFS Receivables Sale Agreement are true and correct in all material respects. 44 .
(f) Each Receivable, together with any contract, instrument and/or agreement with respect thereto, is the legal, valid and binding obligation of the related Obligor thereon, enforceable against such Obligor to pay the full Principal Amount thereof (and any accrued interest thereon) in accordance with its terms.
(g) Each Receivable, together with any contract, instrument and/or agreement related thereto, does not contravene any applicable law, rule or regulation (including, without limitation, laws, rules or regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices or privacy), which in any way renders such Receivable (or any contract, instrument and/or agreement related thereto) unenforceable or would otherwise impair in any material respect the collectibility of such Receivable.
(h) The representations and warranties set forth Company has complied in this Section 2.4 shall survive after all material respects with the date made applicable Policies with regard to each Receivable and the related contracts, instruments and/or agreements, and has not made any material change to the Policies, except in accordance with Section 2.8(j).
(i) The Company has determined that, immediately after giving effect to each transfer and assignment of to the Trust Assets hereunder, the Aggregate Receivables Amount is at least equal to the Trust. Upon discovery by a Responsible Officer of the Company or the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties with respect to each Outstanding Series as of the Issuance Date of such Series, the party discovering such breach shall give prompt written notice to the other parties and to each Agent with respect to all Outstanding Series. The Trustee*s obligations in respect of any breach are limited as provided in Section 8.2(g)Aggregate Target Receivables Amount.
Appears in 1 contract
