Common use of Securitization Matters Clause in Contracts

Securitization Matters. (a) At the First Closing Date, FDS shall cause ▇▇▇▇▇ Day, counsel to FDS, to deliver to the Purchaser a reliance letter with respect to the most recent opinion of ▇▇▇▇▇ Day with respect to the Prime Securitization Receivables (the "▇▇▇▇▇ Day Opinion"), together with a certificate from a duly authorized officer of FDS that the assumptions set forth or referred to in the ▇▇▇▇▇ Day Opinion have been complied with in all material respects since the date of such opinion. (b) In the event that FDS is unable to make any of the representations and warranties set forth in Section 5.1(s) at the First Closing or the Second Closing or the Third Closing, as applicable, FDS shall not be required to make such representations and warranties and FDS shall make such other representations and warranties with respect to the subject matter of Section 5.1(s) as shall be mutually agreed between the Purchaser and FDS.

Appears in 1 contract

Sources: Purchase, Sale and Servicing Transfer Agreement (Federated Department Stores Inc /De/)

Securitization Matters. (a) At the First Closing Date, FDS shall cause ▇▇▇▇▇ Day, counsel to FDS, to deliver to the Purchaser a reliance letter with respect to the most recent opinion of ▇▇▇▇▇ Day with respect to the Prime Securitization Receivables (the "▇▇▇▇▇ Day Opinion"), together with a certificate from a duly authorized officer of FDS that the assumptions set forth or referred to in the ▇▇▇▇▇ Day Opinion have been complied with in all material respects since the date of such opinion. (b) In the event that FDS is unable to make any of the representations and warranties set forth in Section 5.1(s) at the First Closing or the Second Closing or the Third Closing, as applicable, FDS shall not be required to make such representations and warranties and FDS shall make such other representations and warranties with respect to the subject matter of Section 5.1(s) as shall be mutually agreed between the Purchaser and FDS.

Appears in 1 contract

Sources: Purchase, Sale and Servicing Transfer Agreement (Macy's, Inc.)