Common use of Miscellaneous Certifications Clause in Contracts

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate, (ii) a Servicer’s Certificate, and (iii) if requested, an opinion of counsel, in form and substance satisfactory to the Purchasers and the Administrative Agent, reaffirming as of the date of such opinion the opinion of counsel with respect to the Seller and the Originators delivered to the Purchasers and the Administrative Agent on the Closing Date. The Seller shall furnish, or cause to be furnished, to the Purchasers and the Administrative Agent the following: (a) As soon as available, and in any event no later than 11:00 a.m. (New York time) on the third Business Day of each week, an Investment Base Certificate, which shall be prepared by the Seller or the Servicer as of the last day of the previous week; provided, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchasers’ rights or interests in the Transferred Receivables or the Seller Collateral insecure, then additional Investment Base Certificates shall be delivered for such periods and as frequently as the Administrative Agent shall request; and (b) Such other reports, statements and reconciliations with respect to the Investment Base or Seller Collateral as any Purchaser or the Administrative Agent shall from time to time request in its reasonable discretion. The Servicer shall furnish, or cause to be furnished, to the Purchasers and the Administrative Agent all of the following (except if the Servicer is an Originator, in which case the Servicer shall not be required to furnish the information required in paragraphs (a) and (b) below):

Miscellaneous Certifications. As soon as available, and in any event within 90 days after the end of each fiscal year, (i) a Bringdown Certificate, (ii) a Servicer’s Certificate, and (iii) if requested, an opinion of counsel, in form and substance satisfactory to the Purchasers PurchasersPurchaser Agents and the Administrative Agent, reaffirming as of the date of such opinion the opinion of counsel with respect to the Seller and the Originators delivered to the Purchasers PurchasersPurchaser Agents and the Administrative Agent on the Closing Date. The Seller shall furnish, or cause to be furnished, to the Purchasers PurchasersPurchaser Agents and the Administrative Agent the following: (a) As soon as available, and in any event no later than 11:00 a.m. (New York time) on the third Business Day of each week, an Investment Base Certificate, which shall be prepared by the Seller or the Servicer as of the last day of the previous week; provided, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchasers’ rights or interests in the Transferred Receivables or the Seller Collateral insecure, then additional Investment Base Certificates shall be delivered for such periods and as frequently as the Administrative Agent shall request; and (b) Such other reports, statements and reconciliations with respect to the Investment Base or Seller Collateral as any Purchaser Agent or the Administrative Agent shall from time to time request in its reasonable discretion. The Servicer shall furnish, or cause to be furnished, to the Purchasers PurchasersPurchaser Agents and the Administrative Agent all of the following (except if the Servicer is an Originator, in which case the Servicer shall not be required to furnish the information required in paragraphs (a) and (b) below):