Common use of Securitization Matters Clause in Contracts

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.

Appears in 1 contract

Samples: Merger Agreement (Vroom, Inc.)

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Securitization Matters. (a) Each The information set forth on Schedule 4.20(a) of the Company and its Subsidiaries (i) with respect to any securitization transactionDisclosure Schedules, which identifies all Securitizations, is in material compliance with all Contracts (including the governing true, complete and organizational documents correct as 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 Instrumentsdate hereof. (b) Each Retail Installment Sale Contract sold to a Specified Entity was sold in material compliance with applicable Law The representations and with the Securitization Instruments. None warranties of the Company nor any of its Subsidiaries has incurred any and the Securitization Entities contained in the Securitization Documents were true and correct in all material liability related to a failure, if any, to comply with applicable Law or with the terms respects as of the Securitization Instruments with respect to their participation in any securitization transactionsdate made. (c) Since January 1, 2019 , there Except as may have been no Actions pending previously cured or waived, each of the Company and any Securitization Entity has complied in all material respects with each of their covenants and agreements set forth in the Securitization Documents, except for any instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company’s Knowledge. (d) Except as may have been previously cured or waived, threatenedno payout event, in which it servicer default, servicer termination event, over-collateralization trigger, early amortization event, or similar event and no event that with the giving of notice or the passage of time or both would become any such event, has occurred and is alleged that in any securitization transaction (continuing with respect to the Company or, to the Knowledge of the Seller or any offering memorandum, prospectus or amendment or supplement thereto) the Company, is alleged to have occurred with respect to the Company. (e) The ratings assigned to any class of securities issued in any Securitization upon issuance thereof have not been reduced, qualified or withdrawn, and no series thereof is on “watchlist” or similar rating agency status or, to the Knowledge of the Seller or the Company, under review by any rating agency for possible downgrade. (f) The Registration Statement filed by the Securitization Entities on March 31, 2006 as declared effective on April 7, 2006 by the Securities and Exchange Commission (the “Registration Statement”) complied in all material respects with Regulation AB. The Registration Statement, as of its Subsidiaries has made effective date, did not contain or incorporate by reference any untrue statement of a any material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. (dg) Since January 1, 2019 , the The Company and its Subsidiaries have been in compliance with all applicable Laws relating each Securitization Entity has filed, or caused to risk retention be filed by the relevant securitization trust, each servicer (including Regulation RR or similar) report required by the Securitization Documents on Form 8-K (and/or Form 10-D), as applicable, and applicable EU and U.K. risk retention rules) has filed, or caused to be filed by the relevant securitization trust, each Form 10-K with respect to the Specified Securitization Entities or the securitization trust, and each such filing complied in all material respects with the applicable requirements of the Exchange Act and the Securitization Instrumentsinformation set forth in each such filing was true and correct in all material respects. (eh) Since January 1The Company has delivered to the Buyer true and correct copies of the closing documents for each Securitization and each amendment, 2019, there have been no defaults or events of default with respect to any Securitization Instrument, modification and no event has occurred that (with or without notice or lapse of time or both) would constitute such a default or event of defaultwaiver thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americredit Corp)

Securitization Matters. (a) Each of the Company and its Subsidiaries (i) with respect No Securitization Disclosure Documents, true and correct copies of each of which have been provided to any securitization transactionParent and true and correct copies of each of which will, is in material compliance with all Contracts (including after the governing and organizational documents of the Specified Entities) date hereof, be made available to which it is bound under such securitization transaction (collectively referred to Parent, as the “Securitization Instruments”) and (ii) has performed in all material respects all of its respective obligations under effective date (in the Securitization Instruments. case of a registration statement) or its issue date (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 case of the Company nor any of its Subsidiaries has incurred any material liability related to a failureother such document), 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 contained any untrue statement of a any 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 in which they were made, not misleading. (dii) Since January 1Section 3.1(z) of the Company Disclosure Schedule sets forth a true and correct list as of the date hereof of all outstanding Company Sponsored Asset Securitization Transactions, 2019 and for each such transaction (A) a list of all Securitization Disclosure Documents related thereto and currently in effect, (B) all outstanding securities issued therein, including securities retained by the Company and its Subsidiaries have been in compliance with Subsidiaries, (C) a list of all applicable Laws relating to risk retention currently effective Securitization Transaction Documents related thereto, a true and correct copy of each of which (including Regulation RR all schedules listing the assets subject thereto) has been provided to Parent, and applicable EU a true and U.K. risk retention rulescorrect copy of each amendment to any such document or such schedules, or of any document or schedules thereto required to be added to such list, in each case after the date hereof, will be provided to Parent, and (D) the original and current rating and the principal amount as of the most current reporting date for each security listed pursuant to clause (B) of this Section 3.1(z)(ii). (iii) Each transaction that has been accounted for by the Company as a sale of financial assets has been properly accounted for in accordance with U.S. GAAP, including Financial Accounting Standard No. 140 (“FAS 140”). Under any Company Sponsored Asset Securitization Transaction that permitted the Company to elect to sell financial assets either with or without an option to repurchase, the Company has treated only those assets sold without a repurchase option as having been sold for financial reporting purposes and has not changed the status of any such assets as shown in its records from being sold without a repurchase option to being sold with a repurchase option. (iv) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any trustee, master servicer, servicer, backup servicer or issuer with respect to Company Sponsored Asset Securitization Transactions, has taken or failed to take any action, which action or inaction would adversely affect the Specified Entities intended tax characterization or tax treatment for federal, state or local income or franchise tax purposes of the issuer or any securities issued in any such Company Sponsored Asset Securitization Transactions. All federal, state and local income or franchise tax and information returns and reports required to be filed by the issuer, master servicer, servicer, backup servicer or trustee relating to any Company Sponsored Asset Securitization Transactions, and all tax elections required to be made in connection therewith, have been properly filed or made. At all times since the issuance of securities in a Company Sponsored Asset Securitization Transaction, the Company has enforced the restrictions on transfer of such securities described in the Securitization InstrumentsDisclosure Document pursuant to which the securities were offered and as set forth in the Securities Transaction Documents pursuant to which they were issued. (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.

Appears in 1 contract

Samples: Merger Agreement (HPSC Inc)

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Securitization Matters. (a) Each No registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements to any of the foregoing (collectively, "Securitization Disclosure Documents"), utilized in connection with the offering of securities in any Company and its Subsidiaries Sponsored Asset Securitization Transaction (i) with respect to any securitization transactionas defined below), 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 effective date (in the Securitization Instruments. case of a registration statement) or its issue date (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 case of the Company nor any of its Subsidiaries has incurred any material liability related to a failureother such document), 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 contained any untrue statement of a any 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 in which they were made, not misleading. Each Securitization Disclosure Document complied, as of its effective date (in the case of a registration statement) or its issue date (in the case of any other such document), in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Securitization Disclosure Document. As used in this Agreement, "Company Sponsored Asset Securitization Transaction" means any loan or other asset securitization transaction in which the Company or any of its Subsidiaries was an issuer, sponsor, depositor or transferor. (db) Since January 1Section 3.18(b) of the Company Disclosure Schedule sets forth a true and correct list as of the date hereof of all outstanding Company Sponsored Asset Securitization Transactions, 2019 and for each such transaction a list of all outstanding securities issued therein, including securities retained by the Company and its Subsidiaries have been in compliance with all applicable Laws relating to risk retention Subsidiaries, and includes the original and current rating (including Regulation RR and applicable EU and U.K. risk retention ruleswhere such ratings exist) with respect to the Specified Entities and the Securitization Instrumentsprincipal amount as of the most current reporting date for each security listed thereon. (ec) Since January 1Neither the Company nor any of its Subsidiaries nor, 2019to the Knowledge of the Company, there have been no defaults any trustee, servicer or events of default issuer with respect to any Company Sponsored Asset Securitization InstrumentTransaction has taken or failed to take any action which would reasonably be expected to affect adversely the intended tax characterization or tax treatment for federal, state or local income or franchise tax purposes of the issuer or any securities issued in any such Company Sponsored Asset Securitization Transaction. To the Knowledge of the Company, all federal, state and local income or franchise tax and information returns and reports required to be filed by the issuer, servicer or trustee relating to any Company Sponsored Asset Securitization Transactions, and no event has occurred that (with all tax elections required to be made in connection therewith, have been properly filed or without notice or lapse of time or both) would constitute such a default or event of defaultmade.

Appears in 1 contract

Samples: Merger Agreement (Metris Companies Inc)

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