Securitization Matters. In each case except as would not reasonably be expected to have a Material Adverse Effect on Company:
(a) Each of Company and its applicable Subsidiaries and, to the knowledge of Company, each other party thereto has performed in all material respects the obligations to be performed by it under each of the Company Securitization Documents, including any required filing of any financing statements, continuation statements or amendments under the Uniform Commercial Code of each applicable jurisdiction with the appropriate filing offices.
(b) Each of the Company Securitization Interests, each series of certificates or other securities issued by any Company Securitization Trust and each of the Company Securitization Documents to which Company, any of its Subsidiaries, or any Company Securitization Trust, as the case may be, is a party, is in full force and effect and is a valid, binding and enforceable obligation of Company, such Subsidiary or any Company Securitization Trust, as the case may be, and, to the knowledge of Company, of the other parties thereto, subject to the Bankruptcy and Equity Exception. Each Company Securitization Interest (including, without limitation, each Retained Interest) is fully paid and subject to no further assessment or obligation, other than required servicing or master servicing advances in transactions for which Company or any of its Subsidiaries serves as servicer or master servicer.
(c) All Company Securitization Documents required to be qualified under the Trust Indenture Act of 1939, as amended, have been so qualified and no Company Securitization Trust is required to be registered under the 1940 Act. The sale of all securities issued by any Company Securitization Trust was either duly registered under, or exempt from the registration requirements of, the Securities Act.
(d) Since January 1, 2006, on a consolidated basis, Company has properly accounted for the sale of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to the Company or its Subsidiaries (collectively, “Loans”) under GAAP, including Statement of Financial Accounting Standards No. 140, and including in respect of the reporting of income arising from the sale of such Loans.
(e) On a consolidated basis, Company consolidates any variable interest entity as required under GAAP, including FIN 46 and FIN 46R, as in effect as of the date hereof in connection with a...
Securitization Matters. Each of the Loan Parties party to any of the Qualified Securitization Documents shall enforce all of their rights and obligations under such Qualified Securitization Document.
Securitization Matters. (a) Each of the Company and its Subsidiaries (i) with respect to any securitization transaction, is in material compliance with all Contracts (including the governing and organizational documents of the Specified Entities) to which it is bound under such securitization transaction (collectively referred to as the “Securitization Instruments”) and (ii) has performed in all material respects all of its respective obligations under the Securitization Instruments.
(b) Each Retail Installment Sale Contract sold to a Specified Entity was sold in material compliance with applicable Law and with the Securitization Instruments. None of the Company nor any of its Subsidiaries has incurred any material liability related to a failure, if any, to comply with applicable Law or with the terms of the Securitization Instruments with respect to their participation in any securitization transactions.
(c) Since January 1, 2019 , there have been no Actions pending or to the Company’s Knowledge, threatened, in which it is alleged that in any securitization transaction (or any offering memorandum, prospectus or amendment or supplement thereto) the Company, any of its Subsidiaries has made any untrue statement of a fact or omitted to state any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Since January 1, 2019 , the Company and its Subsidiaries have been in compliance with all applicable Laws relating to risk retention (including Regulation RR and applicable EU and U.K. risk retention rules) with respect to the Specified Entities and the Securitization Instruments.
(e) Since January 1, 2019, there have been no defaults or events of default with respect to any Securitization Instrument, and no event has occurred that (with or without notice or lapse of time or both) would constitute such a default or event of default.
Securitization Matters. Parent and the Sellers shall take all actions to the extent within their control (including the payment of all money, the delivery of all notices, the surrender of the Transferor Certificate and the delivery of all other certificates and any other documents) to effect the termination of the Securitization Program and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement held thereby to the Sellers, and the Parent and the Sellers represent and warrant that all Certificates and Supplemental Certificates outstanding under the Securitization Program may be prepaid and/or surrendered and cancelled at the election and discretion of Parent and its Affiliates, subject only to the delivery of such notices or other documents, and to the making of such payments, by the Parent or its Affiliates as are provided for in the Pooling and Servicing Agreement. Such actions, to the extent necessary, shall include, on or prior to the Closing Date: (i) the reduction of the Invested Amount and the Enhancement Investment Amount for each Series to zero, (ii) the surrender to the Trustee (or the cancellation) of the Transferor Certificate and all Supplemental Certificates, (iii) the surrender to the Trustee (or the cancellation) of all Investor Certificates, (iv) the release of all monies held by the Trustee pursuant to the Pooling and Servicing Agreement, (v) the termination of Target Credit Card Master Trust, (vi) the assignment and conveyance to the Sellers of all right, title and interest of Target Credit Card Master Trust in and to the Acquired Assets that are subject to the Pooling and Servicing Agreement (and any proceeds thereof) and (vii) the release of all Liens on the Acquired Assets that are subject to the Pooling and Servicing Agreement and any agreements related thereto (including, all releases referred to in Schedule F). Unless otherwise defined, terms used in this Section 5.8 without definition shall have the meanings assigned to them in the Pooling and Servicing Agreement.
Securitization Matters. (a) Each of Flagstar and the Flagstar Subsidiaries, to the extent that it was a sponsor, co-manager, initial purchaser, depositor or placement agent with respect to any securitization transaction, is in compliance in all material respects with all agreements to which it is bound under such securitization transaction (collectively referred to as the “Securitization Instruments”). Each of Flagstar and the Flagstar Subsidiaries has performed in all material respects all of its respective obligations under the Securitization Instruments.
(b) Each Loan and other instrument underlying any securitization transactions originated, pooled and/or sold by Flagstar or any Flagstar Subsidiaries was originated, pooled and/or sold, in all material respects, in compliance with applicable law and with the Securitization Instruments. None of Flagstar or the Flagstar Subsidiaries has incurred any material liability related to a failure, if any, to comply with applicable law or with the terms of the Securitization Instruments with respect to their participation in any securitization transactions.
(c) There are no, and, since January 1, 2018, there have been no, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature pending or, to the knowledge of Flagstar, threatened in which it is alleged that Flagstar or any Flagstar Subsidiary has made in any agreements, prospectus, or any amendments or supplements thereto contained, as of the date on which it was issued, in any securitization transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Securitization Matters. The Trustee and the Investor Certificateholders shall have delivered such documents as are necessary to terminate the Target Credit Card Master Trust and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement to Sellers.
Securitization Matters. Notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that, in connection with any securitization transaction contemplated under Section 9 of the Loan Loss Reimbursement Agreement, such party shall take such actions (including, without limitation, the amendment or modification of any of the Asset Purchase Documents and the delivery of opinions of counsel) as shall be reasonably required by MBIA Insurance Corporation (or similar entity) and/or any rating agency involved in any such securitization transaction; provided that Monaco shall pay all of the reasonable out-of-pocket expenses, including, without limitation, attorneys' fees, incurred by each such party in taking such action(s); provided further that no party hereto shall be required to take any such action if, in the good faith determination of such party, such action would materially and adversely affect such party.
Securitization Matters. (a) At the First Closing Date, FDS shall cause Xxxxx Day, counsel to FDS, to deliver to the Purchaser a reliance letter with respect to the most recent opinion of Xxxxx Day with respect to the Prime Securitization Receivables (the "Xxxxx Day Opinion"), together with a certificate from a duly authorized officer of FDS that the assumptions set forth or referred to in the Xxxxx Day Opinion have been complied with in all material respects since the date of such opinion.
(b) In the event that FDS is unable to make any of the representations and warranties set forth in Section 5.1(s) at the First Closing or the Second Closing or the Third Closing, as applicable, FDS shall not be required to make such representations and warranties and FDS shall make such other representations and warranties with respect to the subject matter of Section 5.1(s) as shall be mutually agreed between the Purchaser and FDS.
Securitization Matters. With respect to securitization matters, the parties have made the additional agreements and covenants set forth in Exhibit F to this Agreement.
Securitization Matters. (i) Except as set forth in Schedule 4.25(a)(i), as of the date hereof and as of the Closing Date, substantially all of the Vehicle/Equipment Leases to which the Company or Donlen Trust is a party is an Eligible Vehicle/Equipment Lease. Schedule 4.25(a)(i) sets forth each Vehicle/Equipment Lease to which the Company or Donlen Trust is a party which is not an Eligible Vehicle/Equipment Lease and describes which components of the Eligible Vehicle/Equipment Lease definition each such Vehicle/Equipment Lease fails to meet and sets forth in reasonable detail the reason for each such failure; and (ii) with respect to each Vehicle/Equipment Lease to which the Company or Donlen Trust is a party, Schedule 4.25(a)(ii) sets forth as of the date specified on such Schedule 4.25(a)(ii) (which date shall not be more than one month prior to the date hereof) each Defaulted Receivable or Delinquent Receivable.
(b) With respect to each Vehicle/Equipment Lease and the related Vehicle/Equipment Receivables, the information set forth on the Diligence Data Tape with respect to such Vehicle/Equipment Lease and the related Vehicle/Equipment Receivables is true, complete and correct in all material respects as of the applicable date of the Diligence Data Tape.
(c) The representations and warranties of Donlen Trust and the Company and its Affiliates contained in the Conduit Facility Documents shall be true and correct as of the date hereof and the Closing Date. Each of Donlen Trust and the Company and its Affiliates have complied with each of their covenants and agreements set forth in the Conduit Facility Documents.
(d) No payout event, servicer default, servicing termination, early amortization event, or similar event, and no event that with the giving of notice or the passage of time or both would constitute any such event, has occurred and is continuing on the date hereof, and the Company is not aware of any allegation that there is currently any such event or that the Company, as servicer, has historically conducted its servicing obligations in a way that would have given rise to any such event. Attached hereto as Exhibit J are correct and complete copies of waivers evidencing the retention of the Conduit Facilities.
