Common use of Representations and Warranties of ▇▇▇▇▇▇▇ Clause in Contracts

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to SV Partner that: ▇. ▇▇▇▇▇▇▇ is an FDIC-insured industrial loan corporation, duly organized and validly existing under the laws of the State of Utah. As of the Effective Date, ▇▇▇▇▇▇▇ is a member of MasterCard and Visa. ▇. ▇▇▇▇▇▇▇ has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby have been duly and validly authorized by all necessary action of ▇▇▇▇▇▇▇. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and constitutes the valid and binding obligations of ▇▇▇▇▇▇▇, enforceable in accordance with its terms (except as such enforcement may be limited by Applicable Law, including, without limitation, bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general principles of law and equity). c. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by ▇▇▇▇▇▇▇ will: (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇▇ is bound; (ii) violate the articles of incorporation or by-laws of ▇▇▇▇▇▇▇; (iii) require any consent or approval under any judgment, order, writ, decree, permit or license to which ▇▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇▇ is bound or of any governmental agency; or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which it is bound, other than approvals that have been obtained or will be obtained prior to or on the Effective Date. ▇▇▇▇▇▇▇ is not subject to any agreement with any governmental authority that would prevent the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement. d. There is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting ▇▇▇▇▇▇▇ that will have a material adverse effect on the ability of ▇▇▇▇▇▇▇ to consummate the transactions contemplated hereby. To the best of ▇▇▇▇▇▇▇'▇ knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated. ▇. ▇▇▇▇▇▇▇ has not agreed to pay any fee or commission to any agent, broker, finder or other person for or in connection with this Agreement or the transactions contemplated hereby that would give rise to any claim against SV Partner for any brokerage commission or finder's fee or like payment.

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to SV Partner that: ▇(including in its capacity as the Servicer). ▇▇▇▇▇▇▇ is an FDIC-insured industrial loan corporation▇, duly organized individually and validly existing under in its capacity as the laws of the State of Utah. As of the Effective DateServicer, represents and warrants as follows: (a) ▇▇▇▇▇▇▇ is a member corporation duly incorporated, validly existing and in good standing under the laws of MasterCard the State of Delaware, and Visais duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. ▇. ▇▇▇▇▇▇▇ has all necessary power (b) The execution, delivery and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the consummation performance by ▇▇▇▇▇▇▇ of the transactions contemplated hereby Agreement and the other Transaction Documents to which it is a party, including the Servicer's use of the proceeds of purchases and reinvestments: (i) are within its corporate powers; (ii) have been duly and validly authorized by all necessary action corporate action; (iii) do not contravene in any material respect or result in a default under or conflict with: (A) its charter or by-laws, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which ▇▇▇▇▇▇▇. This Agreement has ▇ is a party have been duly executed and delivered by ▇▇▇▇▇▇▇ ▇. (c) No authorization, approval or other action by, and constitutes the valid and binding obligations of ▇▇▇▇▇▇▇, enforceable in accordance with its terms (except as such enforcement may be limited by Applicable Law, including, without limitation, bankruptcy, insolvency, reorganization, moratorium and other laws relating no notice to or affecting creditors' rights generally filing with any Governmental Authority or other Person, is required for the due execution, delivery and by general principles of law and equity). c. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby performance by ▇▇▇▇▇▇▇ will: of the Agreement or any other Transaction Document to which it is a party. (id) conflict with, result in Each of the breach of, constitute a default under or accelerate Agreement and the performance required by the terms of any contract, instrument or commitment other Transaction Documents to which ▇▇▇▇▇▇▇ is a party or by which constitutes the legal, valid and binding obligation of ▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇ in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is bound; considered in a proceeding in equity or at law. (iie) violate The balance sheets of Warnaco and its consolidated Subsidiaries as at January 3, 1998, and the articles related income and retained earnings for the fiscal year then ended, copies of incorporation which have been furnished to the Agent and the Co-Agent, fairly present the financial condition of Warnaco and its consolidated Subsidiaries as at such date and the results of the operations of Warnaco and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since January 3, 1998 there has been no event or by-laws circumstances which has had a Material Adverse Effect. (f) Except as disclosed in the most recent audited financial statements of ▇▇▇▇▇▇▇; ▇ furnished to the Agent, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that would have a Material Adverse Effect. (iiig) require any consent or approval under any judgment, order, writ, decree, permit or license to which Each Monthly Report (if prepared by ▇▇▇▇▇▇▇ or one of its Affiliates, or to the extent that information contained therein is a party or supplied by which ▇▇▇▇▇▇▇ or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Agent in connection with the Agreement is bound or of any governmental agency; or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which it is bound, other than approvals that have been obtained or will be obtained prior complete and accurate in all material respects as of its date or (except as otherwise disclosed to or on the Effective Date. Agent at such time) as of the date so furnished. (h) ▇▇▇▇▇▇▇ is not subject in violation of any order of any court, arbitrator or Governmental Authority, which could have a Material Adverse Effect. (i) ▇▇▇▇▇▇▇ has complied in all material respects with the Credit and Collection Policy. (j) ▇▇▇▇▇▇▇ has reviewed the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to any agreement with any governmental authority address on a timely basis, the risk that would prevent the consummation certain computer applications used by ▇▇▇▇▇▇▇ of may be unable to recognize and perform properly date-sensitive functions involving dates prior to and after December 31, 1999 (the transactions contemplated by this Agreement. d. There is no claim"Year 2000 Problem"). Based on such review and program, or the Year 2000 Problem could not reasonably be expected to have any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting ▇▇▇▇▇▇▇ that will have a material adverse effect on the ability of ▇▇▇▇▇▇▇ to consummate the transactions contemplated herebyMaterial Adverse Effect. To the best of ▇▇▇▇▇▇▇'▇ knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated. ▇. ▇▇▇▇▇▇▇ has not agreed to pay any fee or commission to any agent, broker, finder or other person for or in connection with this Agreement or the transactions contemplated hereby that would give rise to any claim against SV Partner for any brokerage commission or finder's fee or like payment.EXHIBIT IV COVENANTS

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to SV Partner that: ▇(including in its capacity as the Servicer). ▇▇▇▇▇▇▇ is an FDIC-insured industrial loan corporation▇, duly organized individually and validly existing under in its capacity as the laws of the State of Utah. As of the Effective DateServicer, represents and warrants as follows: (a) ▇▇▇▇▇▇▇ is a member corporation duly incorporated, validly existing and in good standing under the laws of MasterCard the State of Delaware, and Visais duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. ▇. ▇▇▇▇▇▇▇ has all necessary power (b) The execution, delivery and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the consummation performance by ▇▇▇▇▇▇▇ of the transactions contemplated hereby Agreement and the other Transaction Documents to which it is a party, including the Servicer's use of the proceeds of purchases and reinvestments: (i) are within its corporate powers; (ii) have been duly and validly authorized by all necessary action corporate action; (iii) do not contravene in any material respect or result in a default under or conflict with: (A) its charter or by-laws, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which ▇▇▇▇▇▇▇. This Agreement has ▇ is a party have been duly executed and delivered by ▇▇▇▇▇▇▇ ▇. (c) No authorization, approval or other action by, and constitutes the valid and binding obligations of ▇▇▇▇▇▇▇, enforceable in accordance with its terms (except as such enforcement may be limited by Applicable Law, including, without limitation, bankruptcy, insolvency, reorganization, moratorium and other laws relating no notice to or affecting creditors' rights generally filing with any Governmental Authority or other Person, is required for the due execution, delivery and by general principles of law and equity). c. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby performance by ▇▇▇▇▇▇▇ will: of the Agreement or any other Transaction Document to which it is a party. (id) conflict with, result in Each of the breach of, constitute a default under or accelerate Agreement and the performance required by the terms of any contract, instrument or commitment other Transaction Documents to which ▇▇▇▇▇▇▇ is a party or by which constitutes the legal, valid and binding obligation of ▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇ in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is bound; considered in a proceeding in equity or at law. (iie) violate The balance sheets of Group and its consolidated Subsidiaries as at January 3, 2000, and the articles related income and retained earnings for the fiscal year then ended, copies of incorporation which have been furnished to the Agent and the Co-Agent, fairly present the financial condition of Group and its consolidated Subsidiaries as at such date and the results of the operations of Group and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since January 3, 2000 there has been no event or by-laws circumstances which has had a Material Adverse Effect. (f) Except as disclosed in the most recent audited financial statements of ▇▇▇▇▇▇▇; ▇ furnished to the Agent, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that would have a Material Adverse Effect. (iiig) require any consent or approval under any judgment, order, writ, decree, permit or license to which Each Monthly Report and each Weekly Report (if prepared by ▇▇▇▇▇▇▇ or one of its Affiliates, or to the extent that information contained therein is a party or supplied by which ▇▇▇▇▇▇▇ or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Agent in connection with the Agreement is bound or of any governmental agency; or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which it is bound, other than approvals that have been obtained or will be obtained prior complete and accurate in all material respects as of its date or (except as otherwise disclosed to or on the Effective Date. Agent at such time) as of the date so furnished. (h) ▇▇▇▇▇▇▇ is not subject in violation of any order of any court, arbitrator or Governmental Authority, which could reasonably be expected to any agreement with any governmental authority that would prevent the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated by this Agreementhave a Material Adverse Effect. d. There is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting ▇▇▇▇▇▇▇ that will have a material adverse effect on the ability of ▇▇▇▇▇▇▇ to consummate the transactions contemplated hereby. To the best of ▇▇▇▇▇▇▇'▇ knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated. ▇. (i) ▇▇▇▇▇▇▇ has not agreed to pay any fee or commission to any agent, broker, finder or other person for or complied in connection all material respects with this Agreement or the transactions contemplated hereby that would give rise to any claim against SV Partner for any brokerage commission or finder's fee or like paymentCredit and Collection Policy. 1. Covenants of the Seller. Until the Final Payout Date: