Common use of Securitization Matters Clause in Contracts

Securitization Matters. (a) 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 Sponsored Asset Securitization Transaction (as defined below), as of its effective date (in the case of a registration statement) or its issue date (in the case of any other such document), contained any untrue statement of 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 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. (b) Section 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, and for each such transaction a list of all outstanding securities issued therein, including securities retained by the Company and its Subsidiaries, and includes the original and current rating (where such ratings exist) and the principal amount as of the most current reporting date for each security listed thereon. (c) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any trustee, servicer or issuer with respect to any Company Sponsored Asset Securitization Transaction 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 all tax elections required to be made in connection therewith, have been properly filed or made.

Securitization Matters. (a) No registration statementThe information set forth on Schedule 4.20(a) of the Disclosure Schedules, prospectuswhich identifies all Securitizations, private placement memorandum is true, complete and correct as of the date hereof. (b) The representations and warranties of the Company and the Securitization Entities contained in the Securitization Documents were true and correct in all material respects as of the date made. (c) Except as may have been previously cured or other offering documentwaived, 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. (d) Except as may have been previously cured or waived, no payout event, 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 amendments such event, has occurred and is continuing with respect to the Company or, to the Knowledge of the Seller or supplements 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 foregoing Seller or the Company, under review by any rating agency for possible downgrade. (collectivelyf) The Registration Statement filed by the Securitization Entities on March 31, "Securitization Disclosure Documents")2006 as declared effective on April 7, utilized 2006 by the Securities and Exchange Commission (the “Registration Statement”) complied in connection all material respects with the offering of securities in any Company Sponsored Asset Securitization Transaction (as defined below)Regulation AB. The Registration Statement, as of its effective date (in the case of a registration statement) date, did not contain or its issue date (in the case of any other such document), contained incorporate by reference any untrue statement of 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 in which they were made, not misleading. Each . (g) The Company and each Securitization Disclosure Document compliedEntity has filed, or caused to be filed by the relevant securitization trust, each servicer (or similar) report required by the Securitization Documents on Form 8-K (and/or Form 10-D), as of its effective date (in applicable, and has filed, or caused to be filed by the case of a registration statement) relevant securitization trust, each Form 10-K with respect to the Securitization Entities or its issue date (in the case of any other securitization trust, and each such document), filing complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules information set forth in each such filing was true and regulations of the SEC thereunder applicable to such Securitization Disclosure Document. As used correct 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 transferorall material respects. (bh) Section 3.18(b) of The Company has delivered to the Company Disclosure Schedule sets forth a Buyer true and correct list as copies of the date hereof of all outstanding Company Sponsored Asset Securitization Transactions, and closing documents for each such transaction a list of all outstanding securities issued thereinSecuritization and each amendment, including securities retained by the Company modification and its Subsidiaries, and includes the original and current rating (where such ratings exist) and the principal amount as of the most current reporting date for each security listed thereonwaiver thereof. (c) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any trustee, servicer or issuer with respect to any Company Sponsored Asset Securitization Transaction 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 all tax elections required to be made in connection therewith, have been properly filed or made.

Securitization Matters. (a) No registration statementEach of the Company and its Subsidiaries (i) with respect to any securitization transaction, prospectusis 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, private placement memorandum if any, to comply with applicable Law or other offering documentwith 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 amendments offering memorandum, prospectus or supplements to amendment or supplement thereto) the Company, any of the foregoing (collectively, "Securitization Disclosure Documents"), utilized in connection with the offering of securities in any Company Sponsored Asset Securitization Transaction (as defined below), as of its effective date (in the case of a registration statement) or its issue date (in the case of any other such document), contained Subsidiaries has made any untrue statement of any material a 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 in under 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. (bd) Section 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 TransactionsSince January 1, and for each such transaction a list of all outstanding securities issued therein2019 , including securities retained by the Company and its Subsidiaries, Subsidiaries have been in compliance with all applicable Laws relating to risk retention (including Regulation RR and includes applicable EU and U.K. risk retention rules) with respect to the original and current rating (where such ratings exist) Specified Entities and the principal amount as of the most current reporting date for each security listed thereonSecuritization Instruments. (ce) Neither the Company nor any Since January 1, 2019, there have been no defaults or events of its Subsidiaries nor, to the Knowledge of the Company, any trustee, servicer or issuer default with respect to any Company Sponsored Asset Securitization Transaction 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 TransactionsInstrument, and all tax elections required to be made in connection therewith, have been properly filed no event has occurred that (with or madewithout notice or lapse of time or both) would constitute such a default or event of default.

Securitization Matters. (ai) 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 true and correct copies of each of which have been provided to Parent and true and correct copies of each of which will, after the offering of securities in any Company Sponsored Asset Securitization Transaction (as defined below)date hereof, be made available to Parent, as of its effective date (in the case of a registration statement) or its issue date (in the case of any other such document), contained any untrue statement of 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 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. (bii) Section 3.18(b3.1(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, 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, (C) a list of all currently effective Securitization Transaction Documents related thereto, a true and includes correct copy of each of which (including all schedules listing the assets subject thereto) has been provided to Parent, and a true and correct 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 (where such ratings exist) and the principal amount as of the most current reporting date for each security listed thereonpursuant to clause (B) of this Section 3.1(z)(ii). (ciii) 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 knowledge of the Company, any trustee, master servicer, servicer, backup servicer or issuer with respect to any Company Sponsored Asset Securitization Transaction Transactions, has taken or failed to take any action, which action which or inaction would reasonably be expected to adversely 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 TransactionTransactions. To the Knowledge of the Company, all 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 Disclosure Document pursuant to which the securities were offered and as set forth in the Securities Transaction Documents pursuant to which they were issued.