True Contribution. Notwithstanding anything in this Section 2.07, the Borrower shall not, and the Servicer shall not on the Borrower’s behalf, purchase, sell or substitute any Loan Asset in contravention with the assumptions set forth in the legal opinion of (i) Xxxxxx & Xxxxxxx LLP, as special counsel to the Borrower, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and “true contribution” of the Loan Assets, and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., as special counsel to the Borrower, issued in connection with the Transaction Documents and relating to the issue of “true contribution” of the Loan Assets.
True Contribution. Each Transferred Asset Conveyed hereunder shall have been Conveyed by the Transferor to the Transferee in a "true contribution".
True Contribution. Title to each Receivable contributed, ----------------- assigned, conveyed and transferred hereunder will be vested in the Company as described in clauses (b) and (d) above, and such Receivables will not form part of the estate of the Contributor or relevant Originator upon a bankruptcy of the Contributor. The representations and warranties as of the date made set forth in this Section 4.02 shall survive the contribution, transfer, assignment and ------------ conveyance of the Receivables and other Receivable Assets to the Company. Upon discovery by a Responsible Officer of the Company or the Master Servicer or a Responsible Officer of the Contributor of a breach of any of the representations and warranties (or of any Receivable encompassed by the representation and warranty in subsection 4.02(c) not being an Eligible Receivable as of the ------------------ relevant Contribution Date), the party discovering such breach shall give prompt written notice to the other parties.
True Contribution. Notwithstanding anything in this Article VI, the Contributor shall not purchase or substitute any Contributed Portfolio in contravention with the assumptions set forth in the Non-Consolidation/True Contribution Opinions.
True Contribution. Each US Originator and the US Master Purchaser hereby acknowledge and agree that it is their mutual intent that (a) every transfer by way of capital contribution of US Receivables to the US Master Purchaser hereunder shall be an absolute, unconditional, “true” conveyance and sale and not a mere granting of a security interest to secure a loan to or from the US Master Purchaser, (b) such US Originator shall not retain any interest in the US Receivables after the contribution thereof hereunder and (c) the US Receivables originated by a US Originator shall not be subject to such US Originator's insolvency or part of its bankruptcy estate in the event any insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against such US Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of the transferor, such US Originator does hereby grant to the US Master Purchaser a security interest under Article 9 of the Uniform Commercial Code in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the US Receivables contributed by such US Originator, all Ancillary Rights, Invoice Files and Counterparty Files relating thereto and all proceeds of any and all of the foregoing (including proceeds that constitute property) and, to the extent not otherwise included, all (x) payments under insurance (whether or not the US Master Purchaser is the loss payee thereof), or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (y) cash, and this Agreement shall constitute a security agreement under applicable law, securing amounts owing by such US Originator to the US Master Purchaser hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto. Back to Contents Financing Statements
True Contribution. Title to each Contributed Receivable will be vested in the Company as contemplated in subsection 4.02(b) and subsection 4.02(d), and such Contributed Receivables will not form part of the estate of the Contributor or relevant Originator upon a bankruptcy of the Contributor. The representations and warranties as of the date made set forth in this Section 4.02 shall survive the contribution, transfer, assignment and conveyance of the Contributed Receivables to the Company. Upon discovery by a Responsible Officer of the Company or the Master Servicer or a Responsible Officer of the Contributor of a breach of any of the representations and warranties (or of any Contributed Receivable encompassed by the representation and warranty in subsection 4.02(c) not being an Eligible Receivable as of the relevant Contribution Date), the party discovering such breach shall give prompt written notice to the respective other parties.
True Contribution. Title to each Contributed Receivable will be vested in the Company as contemplated in subsection 4.02(b) and subsection 4.02(d), and such Contributed Receivables will not form part of the estate of the Contributor or the relevant Originator upon a bankruptcy of the Contributor or the relevant Originator.
