Common use of Securitizations Clause in Contracts

Securitizations. Except for matters that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect: (a) Section 3.21(a) of the Company Disclosure Schedule sets forth a list of, and 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 Subsidiaries from January 1, 2004 through the date hereof. (b) No registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements to 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 (in the case of any other such document) contained any untrue statement of 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 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 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 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.

Securitizations. Except for matters that(i) The Company and each of its Subsidiaries, individually 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 aggregateextent that it is a Securitization Issuing Entity, are not reasonably likely 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 have the extent that it is a Company Material Adverse Effect:Securitization Depositor, has performed in all material respects all of its respective obligations under the Securitization Instruments. (aii) Section 3.21(a) of the Company Disclosure Schedule sets forth a list of, and 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 Subsidiaries from Since January 1, 2004 through 2004, each Securitization Depositor has made or caused to be made all filings required to be made by it under the date hereof. (b) No registration statementExchange Act, prospectusor 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 to any thereto contained, as of the foregoing, utilized in connection with the offering of securities date on which it was issued in any Securitization Transaction (collectivelyTransaction, “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 (in the case of any other such document) contained any untrue statement of any 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 in 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. (ciii) Neither 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 norshall be deemed a "guarantor" or "credit enhancer" solely by reason of owning or holding any credit residual, to Company’s Knowledgesubordinate interest, any trustee, master servicer, servicer, administrator credit reserve account or issuer with respect similar instrument or account related 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 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 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.

Securitizations. Except for matters that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect: (a) Section 3.21(a3.28(a) of the Company Disclosure Schedule sets forth 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 ofof 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 has Disclosure Schedule, the “Securitization Consents”). True, correct and complete copies of all Securitization Instruments have been made available to Purchasers complete the Parent. (c) All Securitization Instruments (i) are legal, valid and accurate copies binding obligations of the Company or its Subsidiaries party thereto and, to the Company’s Knowledge, each of the other parties thereto and (ii) are in full force and effect and enforceable in accordance with their terms subject to the 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 Securitization Instrument, is in material agreements creating default or governingbreach under, or has failed to 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 Instrument (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 securitization transactions and such notices or communications, “off-balance sheet arrangements” (as defined in Item 303(aSecuritization Instrument Notices”). Section 3.28(c) of Regulation S-K the Company Disclosure Schedule lists all Securitization Instrument Notices received by the Company and its Subsidiaries since January 1, 2008 (including with respect to matters designated in Section 3.28(c) of the SECCompany Disclosure Schedule as having been waived or cured). Agreement and Plan of Merger (d) To the extent that the Company or any of its Subsidiaries acts as the servicer under a Securitization Instrument, 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. (“e) No securities were issued or sold in any Securitization Transactions”) effected Transaction by the Company or any of its Subsidiaries from January 1in violation of Section 5 of the Securities Act. There is no Action pending or, 2004 through to the date hereof. (b) No registration statementCompany’s Knowledge, prospectusthreatened, 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 to any of the foregoingsupplement thereto, 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 Purchaserscontained, as of its effective the date (in the case of a registration statement) and at the time of the related offering and on the related closing date (in the case of any other such document) contained which it was issued, any untrue statement of any 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 in under which they were made, not misleading. (c) . Neither the Company nor any of its Subsidiaries norSubsidiaries, in each case to the extent that it is an issuing entity in any Securitization Transaction, 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 Knowledge, any trustee, master servicer, servicer, administrator or issuer Subsidiaries is required to make periodic filings in compliance with the reporting requirements of the Exchange Act 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. (dg) Section 3.21(d3.28(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 a listforth, in tabular format for each applicable Securitization Transaction as of December 31, 2010, the date hereofnumber of claims made with respect to, and the dollar amount and percentage of the number 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) assets that were not repurchased or replaced by the Company or its Subsidiaries in respect of demands for repurchase and type replacement under the Securitization Instruments, and (iv) assets pending repurchase or replacement by the Company or its Subsidiaries in respect of outstanding equity demands for repurchase or replacement made under the Securitization Instruments; and non-investment grade securities (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, or notices that a rating is on watch for possible downgrade, issued by any nationally recognized statistical rating agency since January 1, 2008 in respect of securities issued pursuant to Securitization Trust Transactions which were rated “investment grade” (the i.e., at least “Residual Securities”), a list of the holders of such Residual Securities and the percentage of such Residual Securities owned BBB” or its equivalent) at issuance by such holderrating agency. (ei) The Except as set forth in Section 3.28(i) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has receivedacted in the capacity of guarantor or credit enhancer in any Securitization Transaction, or caused to be delivered, true sale opinions in customary form and substance with respect to each Securitization Trust. (f) No Securitization Trust nor 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 any of its Subsidiaries except provided any type of guarantee in any Securitization Transaction with respect to customary remedies any Agreement and Plan of Merger payments of principal and/or interest (or related shortfall) in connection with any issued securities. Section 3.28(i) of the Company Disclosure Schedule lists for each applicable Securitization Transaction the breach aggregate amount of a representation or warranty payments made by through December 31, 2010 pursuant to any Securitization Instrument pursuant to which the Company or any of its SubsidiariesSubsidiaries acts as a guarantor or credit enhancer. For the purposes of this Section 3.28(i), neither the Company nor any of its Subsidiaries 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.