Common use of Securitizations Clause in Contracts

Securitizations. (i) The Company and each of its Subsidiaries, in each case to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a "Securitization Servicer"), is in compliance in all material respects with all contracts or agreements to which it is bound under such Securitization Transaction (collectively referred to as the "Securitization Instruments"). The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Issuing Entity, has performed in all material respects all of its respective obligations under the Securitization Instruments. The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Depositor, has performed in all material respects all of its respective obligations under the Securitization Instruments. (ii) Since January 1, 2004, each Securitization Depositor has made or caused to be made all filings required to be made by it under the Exchange Act, or has otherwise corrected any errant filings or resolved any such filings with the SEC. There are no pending or, to the knowledge of the Company, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a 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 under which they were made, not misleading. No securities were issued or sold by the Company or any of its Subsidiaries in violation of Section 5 of the Securities Act in any Securitization Transaction. No Securitization Issuing Entity is required to register as an investment company under the Investment Company Act of 1940, as amended. (iii) Since July 1, 2005, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any Ratings Agency at issuance of any Securitization Transaction or placed any such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the credit rating of a third party credit enhancement provider and except for any such event not caused by the actions or inactions of any FinanceCo Company. (iv) No Event of Default, Service Default or similar event has occurred under any Securitization Instrument and no cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction has occurred except (A) as described on Schedule 5.2(bb)(iv) or (B) any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets. (v) Except as provided in Schedule 5.2(bb)(v), neither the Company, nor any of its Subsidiaries, has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of its Subsidiaries provided any type of guaranty in any Securitization Transaction with respect to any payments of principal and/or interest in connection with any issued securities; provided, however, that for the purposes of this representation, neither the Company nor any of its Subsidiaries shall be deemed a "guarantor" or "credit enhancer" solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction.

Securitizations. (ia) The Company and each Each of its Subsidiariesthe Target Companies, in each case case, to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a "“Securitization Servicer")”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all contracts or agreements Contracts to which it is bound under such Securitization Transaction (collectively referred to as the "“Securitization Instruments"”). The Company and each Each of its Subsidiariesthe Target Companies, in each case to the extent that it is a Securitization Issuing EntityEntity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. The Company and each Each of its Subsidiariesthe Target Companies, in each case case, to the extent that it is a Securitization DepositorDepositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent’s Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (iib) Since January 1, 20042009, each Target Company, each Securitization Depositor Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under the Exchange Actapplicable Law in connection with any Securitization Transaction, or has otherwise corrected any errant filings or resolved any and each such filings filing complied in all material respects with the SECrequirements of applicable Law. There are no pending or, to the knowledge of the CompanyParent’s Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a 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 under which they were made, not misleading. No securities were issued or sold by any of the Company Target Companies or any of its Subsidiaries Securitization Issuing Entity in violation in any material respect of Section 5 of the Securities Act applicable Law in any Securitization Transaction. No Securitization Issuing Entity is required to register as an investment company under the Investment Company Act of 1940, as amended. (iiic) Since July 1No event of default, 2005servicer default, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any Ratings Agency at issuance of any Securitization Transaction or placed any such ratings on termination event, amortization event, event triggering a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect debtor notification obligation in relation to the credit rating perfection of a third party credit enhancement provider and except for any such event not caused by the actions security or inactions of any FinanceCo Company. (iv) No Event of Default, Service Default title or other similar event has occurred currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction has occurred except (A) as described on Schedule 5.2(bb)(iv) or (B) currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, 42 and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (vd) Except as provided in Schedule 5.2(bb)(v), neither None of the Company, nor any of its Subsidiaries, Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of its Subsidiaries the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal and/or or interest in connection with any issued securities; provided, however, that for the purposes of this representation, neither none of the Company nor any of its Subsidiaries Target Companies shall be deemed a "“guarantor" ” or "“credit enhancer" ” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent’s Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent’s Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. Except for matters that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect: (ia) The Section 3.21(a) of the Company Disclosure Schedule sets forth a list of, and each the Company has made available to Purchasers complete and accurate copies of the material agreements creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) (“Securitization Transactions”) effected by the Company or any of its SubsidiariesSubsidiaries from January 1, in each case to 2004 through the extent that it is a servicer of any Securitization Transaction (in such a capacity, a "Securitization Servicer"), is in compliance in all material respects with all contracts or agreements to which it is bound under such Securitization Transaction (collectively referred to as the "Securitization Instruments"). The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Issuing Entity, has performed in all material respects all of its respective obligations under the Securitization Instruments. The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Depositor, has performed in all material respects all of its respective obligations under the Securitization Instrumentsdate hereof. (iib) Since January 1No registration statement, 2004prospectus, each Securitization Depositor has made or caused to be made all filings required to be made by it under the Exchange Act, or has otherwise corrected any errant filings or resolved any such filings with the SEC. There are no pending or, to the knowledge of the Company, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering document, or any amendments or supplements thereto containedto any of the foregoing, utilized in connection with the offering of securities in any Securitization Transaction (collectively, “Securitization Disclosure Documents”), complete and accurate copies of which have been made available to Purchasers, as of its effective date (in the case of a registration statement) and at the time of the related offering and on the related closing date on which it was issued (in the case of any Securitization Transaction, other such document) contained any untrue statement of a 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 under in which they were made, not misleading. (c) Neither the Company nor any of its Subsidiaries nor, to Company’s Knowledge, any trustee, master servicer, servicer, administrator or issuer with respect to any Securitization Transaction, has taken or failed to take any action which would reasonably likely adversely affect 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 Securitization Transaction. All federal, state and local income or franchise tax and information returns and reports required to be filed by the issuer, master servicer, servicer, administrator or trustee relating to any Securitization Transaction, and all tax elections required to be made in connection therewith, have been properly filed or made. (d) Section 3.21(d) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of the number and type of outstanding equity and non-investment grade securities issued by any Securitization Trust (the “Residual Securities”), a list of the holders of such Residual Securities and the percentage of such Residual Securities owned by such holder. (e) The Company has received, or caused to be delivered, true sale opinions in customary form and substance with respect to each Securitization Trust. (f) No securities were Securitization Trust has issued any debt other than non-recourse debt issued in a Securitization Transaction and the holder of such debt has no recourse to the Company or sold any of its Subsidiaries except with respect to customary remedies for the breach of a representation or warranty made by the Company or any of its Subsidiaries in violation of Section 5 of the Securities Act in any Securitization Transaction. No Securitization Issuing Entity is required to register as an investment company under the Investment Company Act of 1940, as amendedSubsidiaries. (iii) Since July 1, 2005, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any Ratings Agency at issuance of any Securitization Transaction or placed any such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the credit rating of a third party credit enhancement provider and except for any such event not caused by the actions or inactions of any FinanceCo Company. (iv) No Event of Default, Service Default or similar event has occurred under any Securitization Instrument and no cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction has occurred except (A) as described on Schedule 5.2(bb)(iv) or (B) any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets. (v) Except as provided in Schedule 5.2(bb)(v), neither the Company, nor any of its Subsidiaries, has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of its Subsidiaries provided any type of guaranty in any Securitization Transaction with respect to any payments of principal and/or interest in connection with any issued securities; provided, however, that for the purposes of this representation, neither the Company nor any of its Subsidiaries shall be deemed a "guarantor" or "credit enhancer" solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction.

Securitizations. (a) Section 3.28(a) of the Company Disclosure Schedule lists all Securitization Transactions (and the corresponding Securitization SPVs) as of the date hereof together with the amount of funding outstanding thereunder (by class or tranche of debt outstanding) as of the date hereof. (b) Section 3.28(b) of the Company Disclosure Schedule is a true, correct and complete list of all Securitization Instruments currently in effect or which otherwise have not been completely discharged (including with respect to any obligations which may survive the termination thereof), and lists all notices, notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries required under the Securitization Instruments in connection with the consummation of the transactions contemplated by this Agreement (such required notices, notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries, whether or not set forth in the Company Disclosure Schedule, the “Securitization Consents”). True, correct and complete copies of all Securitization Instruments have been made available to the Parent. (c) All Securitization Instruments (i) The are legal, valid and binding obligations of the Company and or its Subsidiaries party thereto and, to the Company’s Knowledge, each of its Subsidiaries, the other parties thereto and (ii) are in each case full force and effect and enforceable in accordance with their terms subject to the extent that it is Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries (and no Affiliate of the Company) and, to the Company’s Knowledge, no other party to a servicer of any Securitization Transaction (in such a capacity, a "Securitization Servicer")Instrument, is in compliance in all material respects with all contracts default or agreements breach under, or has failed to which it is bound under such Securitization Transaction (collectively referred to as the "Securitization Instruments"). The Company and each of its Subsidiaries, in each case to the extent that it is a Securitization Issuing Entity, has performed in all material respects all perform any of its respective obligations in any material respect under, any Securitization Instrument. No event, condition or omission has occurred and is continuing that would constitute a material breach, violation or default, event of default, servicer event of default or similar event (whether by lapse of time or notice or both) under any Securitization Instrument. Neither the Company nor any of its Subsidiaries (or any Affiliate thereof) has Knowledge of, nor has the Company or any of its Subsidiaries (or any Affiliate thereof) received any notice or communication from any Person asserting (i) the occurrence of, any breach, violation or default, event of default, servicer event of default or similar event, under any Securitization InstrumentsInstrument (and to the Company’s Knowledge, no event has occurred or is continuing that would reasonably be expected to give rise to any of the foregoing events) or (ii) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (all such notices or communications, “Securitization Instrument Notices”). The Section 3.28(c) of the Company Disclosure Schedule lists all Securitization Instrument Notices received by the Company and each its Subsidiaries since January 1, 2008 (including with respect to matters designated in Section 3.28(c) of its Subsidiaries, in each case to the Company Disclosure Schedule as having been waived or cured). Agreement and Plan of Merger (d) To the extent that it is the Company or any of its Subsidiaries acts as the servicer under a Securitization DepositorInstrument, the Company or such Subsidiary has performed its servicing obligations in compliance with the applicable servicing standard set forth in such Securitization Instrument in all material respects all of its respective obligations under the Securitization Instrumentsrespects. (iie) Since January 1, 2004, each No securities were issued or sold in any Securitization Depositor has made Transaction by the Company or caused to be made all filings required to be made by it under any of its Subsidiaries in violation of Section 5 of the Exchange Securities Act, or has otherwise corrected any errant filings or resolved any such filings with the SEC. There are is no Action pending or, to the knowledge of the Company’s Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering documentdocument issued in any Securitization Transaction, or any amendments amendment or supplements thereto supplement thereto, contained, as of the date on which it was issued in any Securitization Transactionissued, any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by Neither the Company or nor any of its Subsidiaries Subsidiaries, in violation of Section 5 of each case to the Securities Act extent that it is an issuing entity in any Securitization Transaction. No Securitization Issuing Entity , is required to register as an investment company under the Investment Company Act of 1940, as amended. (f) Except as set forth in Section 3.28(f) the Company Disclosure Schedule, none of the Company’s Subsidiaries is required to make periodic filings in compliance with the reporting requirements of the Exchange Act with respect to any Securitization Transaction. (g) Section 3.28(g) of the Company Disclosure Schedule lists the Company and each of its Subsidiaries which is a “securitizer” within the meaning of Section 15G(a)(3) of the Exchange Act (“Exchange Act ABS Securitizer”). For each Exchange Act ABS Securitizer, Section 3.28(g) of the Company Disclosure Schedule sets forth, in tabular format for each applicable Securitization Transaction as of December 31, 2010, the number of claims made with respect to, and the dollar amount and percentage of the applicable securitized pool of assets represented by: (A) (i) assets that were the subject of a demand for repurchase or replacement by the Company or its Subsidiaries under the Securitization Instruments, (ii) assets that were repurchased or replaced by the Company or its Subsidiaries in connection with a demand for repurchase or replacement under the Securitization Instruments, (iii) Since July 1assets that were not repurchased or replaced by the Company or its Subsidiaries in respect of demands for repurchase and replacement under the Securitization Instruments, 2005and (iv) assets pending repurchase or replacement by the Company or its Subsidiaries in respect of demands for repurchase or replacement made under the Securitization Instruments; and (B) defaulted assets and assets that were the subject of a “force majeure event” (as defined in the applicable Securitization Instruments) that were the subject of an optional repurchase by the Company or its Subsidiaries. (h) Section 3.28(h) of the Company Disclosure Schedule lists all ratings downgrades or withdrawals, no or notices that a rating is on watch for possible downgrade, issued by any nationally recognized statistical rating agency has downgraded or withdrawn its rating since January 1, 2008 in respect of any securities that issued pursuant to Securitization Transactions which were rated “investment grade” (i.e., at least BBB “BBB” or its equivalent by any Ratings Agency equivalent) at issuance of any Securitization Transaction or placed any by such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the credit rating of a third party credit enhancement provider and except for any such event not caused by the actions or inactions of any FinanceCo Companyagency. (iv) No Event of Default, Service Default or similar event has occurred under any Securitization Instrument and no cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction has occurred except (A) as described on Schedule 5.2(bb)(iv) or (B) any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets. (vi) Except as provided set forth in Schedule 5.2(bb)(v)Section 3.28(i) of the Company Disclosure Schedule, neither the Company, Company nor any of its Subsidiaries, Subsidiaries has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of its Subsidiaries provided any type of guaranty guarantee in any Securitization Transaction with respect to any Agreement and Plan of Merger payments of principal and/or interest (or related shortfall) in connection with any issued securities; provided. Section 3.28(i) of the Company Disclosure Schedule lists for each applicable Securitization Transaction the aggregate amount of payments made through December 31, however, that for 2010 pursuant to any Securitization Instrument pursuant to which the Company or any of its Subsidiaries acts as a guarantor or credit enhancer. For the purposes of this representationSection 3.28(i), neither the Company nor any of its Subsidiaries shall be deemed is a "“guarantor" ” or "“credit enhancer" ” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to a Securitization Transaction or by reason of providing market standard reimbursement or indemnities under a Securitization Instrument. (j) Section 3.28(j) of the Company Disclosure Schedule lists all outstanding claims of Persons requesting reimbursement or indemnification from a Company Party pursuant to any Securitization Instrument other than pursuant to the distribution provisions of any such Securitization Instrument. (k) Section 3.28(k) of the Company Disclosure Schedule lists all derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), if any, to which the Company or any of its Subsidiaries is a party in connection with a Securitization Transaction (including with respect to securities issued in connection with a Securitization Transaction). (l) The Company has made available to Parent true and accurate copies of the most recent servicer and/or trustee reports distributed in respect of each Securitization Transaction.