Representations and Warranties of each Transferor. Relating to the Agreement and Any Participation Interest Supplement and the Receivables.
Representations and Warranties of each Transferor. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) that:
(a) as of the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Receivables Purchase Agreement, if any, each applicable Pooling and Servicing Agreement, if any, and each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.
(b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity;
(c) as of the applicable Addition Date with respect to Additional Accounts, the related Account Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity;
(d) as of the applicable Addition Date with respect to any Collateral Certificate, each of this Agreement, any applicable Pooling and Servicing Agreement, any applicable Series Supplement and the related Certificate Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity;
(e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement...
Representations and Warranties of each Transferor. Relating to this Agreement and any Series Supplement and the Collateral.
Representations and Warranties of each Transferor. Each Transferor severally represents and warrants to Transferee that the following statements are, and as of the Closing Time, will be, true and correct with respect to such Transferor. No Transferor makes any representation or warranty in this Article III with respect to any other Transferor.
Representations and Warranties of each Transferor. RELATING TO THIS AGREEMENT AND ANY PARTICIPATION INTEREST SUPPLEMENT AND THE RECEIVABLES.
Representations and Warranties of each Transferor. Relating to Such Transferor. Each Transferor hereby severally represents and --------------------------- warrants to the Owner Trustee and the Trust (and agrees that the Indenture Trustee may conclusively rely on each such representation and warranty in authenticating the Notes) as of each Closing Date (but only if it was a Transferor on such date) that:
Representations and Warranties of each Transferor. Each Transferor hereby represents and warrants to the Trust as of the Additional Account Closing Date that:
Representations and Warranties of each Transferor. Each Transferor represents and warrants to each Transferee as follows:
(a) Each Transferor has all power and authority to execute, deliver and perform this Agreement.
(b) This Agreement is the valid and binding obligation of each Transferor, enforceable against each Transferors in accordance with its terms.
(c) Each Transferor is the record and beneficial owner of the CLAD Shares acquired by Each Transferee and the CLAD Shares exchanged pursuant to this agreement have not been assigned, pledged, sold, transferred or otherwise conveyed.
Representations and Warranties of each Transferor. Each Transferor (unless otherwise indicated) hereby represents and warrants to the Servicer, the Master Servicer, Empire Subservicer, the Indenture Trustee, the Owner Trustee, the Grantor Trustee, the Noteholders, the other Transferors and the Depositor that as of the Closing Date (except as otherwise specifically provided herein):
(a) Such Transferor is a corporation licensed as a mortgage lender duly organized, validly existing and in good standing under the laws of its state of incorporation and has and had at all relevant times, full corporate power to originate or purchase the Home Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under the Transaction Documents to which it is a party;
(b) The execution and delivery of the Transaction Documents to which such Transferor is a party and its performance of and compliance with the terms of such Transaction Documents will not violate such Transferor's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which such Transferor is a party or which may be applicable to such Transferor or any of its assets;
(c) Such Transferor has the full power and authority to enter into and consummate all transactions contemplated by the Transaction Documents to which it is a party to be consummated by it, has duly authorized the execution, delivery and performance of the Transaction Documents to which it is a party and has duly executed and delivered such Transaction Documents. Such Transaction Documents, assuming due authorization, execution and delivery by the other parties thereto, constitute valid, legal and binding obligations of such Transferor, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) Such Transferor is not in violation of, and the execution and delivery by such Transferor of the Transaction Documents to which it is a party and its performance and compliance with the terms thereof will not constitute a violation wit...
