Common use of SELLER'S CERTIFICATION Clause in Contracts

SELLER'S CERTIFICATION. The Seller hereby certifies that (a) the benefits of the representations, warranties and covenants of each Originator made to the Seller under the Sale Agreement have been assigned by the Seller to the Administrative Agent on behalf of the Purchasers hereunder and, accordingly, any payments received or to be received by the Seller under the Sale Agreement as a result of the breach of a representation, warranty or covenant or as an indemnification payment shall be paid to the Administrative Agent hereunder, and (b) the Sale Agreement provides that the representations, warranties and covenants described in SECTIONS 4.01, 4.02 and 4.03 thereof, the rights and remedies contained in SECTIONS 4.02(O) and 4.04, the indemnification and payment provisions of ARTICLE V thereof and the provisions of SECTIONS 4.03(J), 8.12 and 8.14 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale Agreement and this Agreement. The Seller hereby acknowledges that the Conduit Purchaser has assigned to the Collateral Agent under the Collateral Agent Agreement the benefits of the representations, warranties and covenants certified in this SECTION 8.02(A) to have been assigned to the Conduit Purchaser.

SELLER'S CERTIFICATION. The Seller hereby certifies that (a) the benefits of the representations, warranties warranties, covenants and covenants agreements of each the Originator and the Parent made to the Seller under the Sale Agreement have been assigned by the Seller to the Administrative Agent on behalf of the Purchasers hereunder and, hereunder; and (b) accordingly, any payments received or to be received by the Seller under the Sale Agreement as a result of the breach of a representation, warranty or covenant covenant, fulfillment of an obligation or as an indemnification payment shall be paid to the Administrative Agent hereunder, Agent; and (bc) the Sale Agreement provides that the representations, warranties and covenants described in SECTIONS Sections 4.01, 4.02 and 4.03 thereof, the rights and remedies contained in SECTIONS 4.02(OSection 4.02(o) and 4.04, the indemnification and payment provisions of ARTICLE Article V thereof and the provisions of SECTIONS 4.03(JSections 4.03(j), 8.03, 8.12 and 8.14 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale Agreement and this Agreement. The Seller hereby acknowledges that the Conduit Purchaser has assigned to the Collateral Agent under the Collateral Agent Agreement the benefits of the representations, warranties and covenants certified in this SECTION 8.02(ASection 8.02(a) to have been assigned to the Conduit Purchaser.

SELLER'S CERTIFICATION. The Seller hereby certifies that (a) the benefits of the representations, warranties and covenants of each Originator made and Parent Guarantor to the Seller under the Sale and Contribution Agreement have been assigned by the Seller to the Administrative Agent on behalf of the Purchasers hereunder and, accordingly, any payments received or to be received by the Seller under the Sale Agreement as a result of the breach of a representation, warranty or covenant or as an indemnification payment shall be paid to the Administrative Agent hereunder, and ; (b) the rights of the Seller to require a capital contribution from the Originators or to require payment of a Rejected Amount from an Originator under the Sale and Contribution Agreement may be enforced by the Purchasers and the Administrative Agent; and (c) the Sale and Contribution Agreement provides that the representations, warranties and covenants described in SECTIONS Sections 4.01, 4.02 and 4.03 thereof, the rights and remedies contained in SECTIONS 4.02(O) and 4.04, the indemnification and payment provisions of ARTICLE Article V thereof and the provisions of SECTIONS 4.03(JSections 4.03(j), 8.12 8.03 and 8.14 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale and Contribution Agreement and this Agreement. The Seller hereby acknowledges that the Conduit Purchaser has assigned to the Collateral Agent under the Collateral Agent Agreement the benefits of the representations, warranties and covenants certified in this SECTION 8.02(ASection 8.02(a) to have been assigned to the Conduit Purchaser.

SELLER'S CERTIFICATION. The Seller hereby certifies ---------------------- that (a) the benefits of the representations, warranties and covenants of each of the CGS Originator and the Parent Guarantor made to the Seller under the Sale CGS Transfer Agreement have been assigned by the Seller to the Administrative Agent on behalf Purchaser hereunder; (b) the rights of the Purchasers hereunder and, accordingly, any payments received or to be received by the Seller under the Sale CGS Transfer Agreement as to require a result of the breach capital contribution or payment of a representation, warranty Rejected Amount from the CGS Originator or covenant or as an indemnification payment shall the Parent Guarantor may be paid to enforced by the Administrative Agent hereunder, Purchaser and the Collateral Agent; and (bc) the Sale CGS Transfer Agreement provides that the representations, warranties and covenants described in SECTIONS Sections 4.01, 4.02 and 4.03 thereof, the rights and remedies contained in SECTIONS 4.02(O) and 4.04, the ------------- ---- ---- indemnification and payment provisions of ARTICLE Article V thereof and the provisions --------- of SECTIONS 4.03(JSections 4.03(j), 8.12 8.03 and 8.14 thereof shall survive the sale of the ---------------- ---- ---- Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale CGS Transfer Agreement and this Agreement. The Seller hereby acknowledges that the Conduit Purchaser has assigned to the Collateral Agent under the Collateral Agent Agreement the benefits of the representations, warranties and covenants certified in this SECTION 8.02(ASection 8.02(a) to have --------------- been assigned to the Conduit Purchaser.