Common use of ZVF Clause in Contracts

ZVF. ZVF represents and warrants to each Conduit Investor and each Committed Note Purchaser that each of its representations and warranties in the Base Indenture and the other Series 2010-1 Related Documents is true and correct on the date hereof and further represents and warrants to such parties that: (a) no Amortization Event with respect to any Series of Notes, Liquidation Event of Default or Limited Liquidation Event of Default with respect to any Series of Notes or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, has occurred and is continuing; (b) assuming each Conduit Investor or other purchaser of the Class A Notes hereunder is not purchasing with a view toward further distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming that the representations and warranties of each Conduit Investor set forth in Section 6.03 of this Agreement are true and correct, the offer and sale of the Class A Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Base Indenture is not required to be qualified under the Trust Indenture Act; (c) ZVF has furnished to the Administrative Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Indenture Notes other than the Series 2010-1 Notes) to which it is a party as of the Series 2010-1 Closing Date, all of which Related Documents are in full force and effect as of the Series 2010-1 Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which ZVF has informed each Funding Agent; and (d) as of the Series 2010-1 Closing Date, no written information furnished by ZVF or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents for purposes of or in connection with this Agreement, including, without limitation, any information relating to the Collateral, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified.

ZVF. ZVF represents and warrants to each Conduit Investor and each Committed Note Purchaser Class B Noteholder that each of its representations and warranties in the Base Indenture and the other Series 2010-1 Related Documents is true and correct on the date hereof and further represents and warrants to such parties that: (a) no Amortization Event with respect to any Series of Notes, Liquidation Event of Default or Limited Liquidation Event of Default with respect to any Series of Notes or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, has occurred and is continuing; (b) assuming each Conduit Investor or other purchaser of the Class A Notes hereunder B Noteholder is not purchasing with a view toward further distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming that the representations and warranties of each Conduit Investor Class B Noteholder set forth in Section 6.03 of this Agreement are true and correct, the offer and sale of the Class A B Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Base Indenture is not required to be qualified under the Trust Indenture Act; (c) ZVF has furnished to the Administrative Agent each Class B Noteholder true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Indenture Notes other than the Series 2010-1 Notes) to which it is a party as of the Series 2010-1 Closing Date, all of which Related Documents are in full force and effect as of the Series 2010-1 Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which ZVF has informed each Funding AgentClass B Noteholder; and (d) as of the Series 2010-1 Closing Date, no written information furnished by ZVF or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents any Class B Noteholder for purposes of or in connection with this Agreement, including, without limitation, any information relating to the Collateral, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified.

ZVF. ZVF represents and warrants to each Conduit Investor and each Committed Note Purchaser that each of its representations and warranties in the Base Indenture and the other Series 20102011-1 Related Documents is true and correct on the date hereof and further represents and warrants to such parties that: (a) no Amortization Event with respect to any Series of Notes, Liquidation Event of Default or Limited Liquidation Event of Default with respect to any Series of Notes or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, has occurred and is continuing; (b) assuming each Conduit Investor or other purchaser of the Class A Series 2011-1 Notes hereunder is not purchasing with a view toward further distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming that the representations and warranties of each Conduit Investor set forth in Section 6.03 of this Agreement are true and correct, the offer and sale of the Class A Series 2011-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Base Indenture is not required to be qualified under the Trust Indenture Act; (c) ZVF has furnished to the Administrative Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Indenture Notes other than the Series 20102011-1 Notes) to which it is a party as of the Series 20102011-1 Closing Date, all of which Related Documents are in full force and effect as of the Series 20102011-1 Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which ZVF has informed each Funding Agent; and (d) as of the Series 20102011-1 Closing Date, no written information furnished by ZVF or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents for purposes of or in connection with this Agreement, including, without limitation, any information relating to the Collateral, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified.

ZVF. ZVF represents and warrants to each Conduit Investor and each Committed Note Purchaser that each of its representations and warranties in the Base Indenture and the other Series 2010-1 Related Documents is true and correct on the date hereof and further represents and warrants to such parties that: (a) no Amortization Event with respect to any Series of Notes, Liquidation Event of Default or Limited Liquidation Event of Default with respect to any Series of Notes or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, has occurred and is continuing; (b) assuming each Conduit Investor or other purchaser of the Class A Series 2010-1 Notes hereunder is not purchasing with a view toward further distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming that the representations and warranties of each Conduit Investor set forth in Section 6.03 of this Agreement are true and correct, the offer and sale of the Class A Series 2010-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Base Indenture is not required to be qualified under the Trust Indenture Act; (c) ZVF has furnished to the Administrative Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Indenture Notes other than the Series 2010-1 Notes) to which it is a party as of the Series 2010-1 Closing Restatement Effective Date, all of which Related Documents are in full force and effect as of the Series 2010-1 Closing Restatement Effective Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which ZVF has informed each Funding Agent; and (d) as of the Series 2010-1 Closing Restatement Effective Date, no written information furnished by ZVF or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents for purposes of or in connection with this Agreement, including, without limitation, any information relating to the Collateral, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified.