Additional Representations and Warranties of the Sellers. Each Seller hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each Rating Agency shall have notified the Sellers, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.
(a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Seller.
(b) The Collateral constitutes "accounts" within the meaning of the applicable UCC.
(c) At the time of its transfer of any item of collateral to the Trustee pursuant to the Agreement, such Seller owned and had good and marketable title to such item of collateral free and clear of any lien, claim or encumbrance of any Person.
(d) Such Seller has caused or will have caused, within ten (10) days of the initial execution of the Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Trustee pursuant to the Agreement.
(e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.
Additional Representations and Warranties of the Sellers. (a) Each Seller, as to itself, shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 33.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Seller or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Subsection 33.03, each Seller shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
Additional Representations and Warranties of the Sellers. (a) Each Seller, as to itself, shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 33.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Seller or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Subsection 33.03, each Seller shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
Subsection 33.03 Information to Be Provided by each Seller. In connection with any Securitization Transaction the Sellers shall (i) within five Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b) of this Section, and (ii) as promptly as practicable following notice to or discovery by any Seller, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section.
(a) If so requested by the Purchaser or any Depositor, the Sellers shall provide such information regarding (i) each Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(1), 1105 (subject to paragraph (b) below), 1110, 1117 and 1119 of Regulation AB. Such info...
Additional Representations and Warranties of the Sellers. Each Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 33.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against any Seller or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to any Seller or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.
Additional Representations and Warranties of the Sellers. (a) Each Seller, severally and not jointly, shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided by such Seller to the Purchaser or such Depositor under Section 6.5(a) for a Permitted Reconstitution that, except as disclosed in writing to the Purchaser or such Depositor, as applicable: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Seller or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB (other than the affiliation between Washington Mutual Bank and Washington Mutual Bank fsb, which is a wholly-owned subsidiary of Washington Mutual Bank).
(b) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or such Depositor under Section 6.5, the applicable Seller shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 6.4(a) or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
Additional Representations and Warranties of the Sellers. Information to Be Provided by the Seller..................... Section 16.04
Additional Representations and Warranties of the Sellers. The Sellers hereby jointly and severally represent and warrant to the Purchaser as follows:
Additional Representations and Warranties of the Sellers. Article V of the Purchase Agreement is hereby amended to add the following representations and warranties.
Additional Representations and Warranties of the Sellers. The Sellers represent further and warrants that:
Additional Representations and Warranties of the Sellers. 5.01. Ownership of Shares/No Liens............................................................................21 5.02. Other Rights to Acquire Capital Stock...................................................................21 5.03. Due Authorization.......................................................................................21 5.04. Brokers.................................................................................................22 5.05. Purchase of Buyer Shares for Investment.................................................................22 5.06. Tax Status of Such Seller...............................................................................22 ARTICLE VI COVENANTS
