Representations and Warranties of Seller as to Each Loan. Seller -------------------------------------------------------- represents and warrants to Buyer as of the Closing Date, with respect to each Loan being purchased by Buyer pursuant hereto, that:
Representations and Warranties of Seller as to Each Loan. It is understood and agreed by Seller and Banc One that, as a material inducement to Banc One to enter into this Agreement and purchase Loans from Seller hereunder, Seller hereby represents and warrants to Banc One as of the related Funding Date for each Loan purchased on such Funding Date that:
Representations and Warranties of Seller as to Each Loan. It is understood and agreed by Seller and Buyer that, as a material inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer as of each Funding Date with respect to each Loan purchased on such Funding Date:
Representations and Warranties of Seller as to Each Loan. Seller represents and warrants to Buyer as of the Closing Date, with respect to each Loan being purchased by Buyer pursuant hereto, that: 5.2.1. Seller has sole, full and complete title to each Loan, free and clear of all claims of or assignments or pledges to any other person or entity; and Seller has full power and authority to sell, assign, transfer and convey the same to Buyer as provided herein. 8 5.2.2. Each Note, Security Instrument and other document, instrument or agreement executed and delivered by Seller or the borrower in connection with the Loan (individually, a "Loan Document" and collectively, the "Loan Documents") for each Loan, including each Note, Security Instrument, Related Documentation and Ancillary Rights, is the legal, valid and binding obligation of the parties thereto (subject to any nonrecourse provisions therein), enforceable in accordance with its terms, except as such enforceability may be limited by anti-deficiency laws or bankruptcy, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Loan Documents are or may be unenforceable in whole or in part under applicable federal or state laws, but the inclusion of such provisions does not render any of the Loan Documents invalid as a whole, and such Loan Documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and, subject to the foregoing qualifications, there is no offset, defense, counterclaim or right of rescission with respect to any of such Loan Documents; 5.2.3. Each Loan purchased hereunder, including without limitation, all forms and documents used in connection with that Loan, is and as of the Closing Date will be in full compliance with all federal and state laws and regulations. 5.2.4. In respect of each Loan, (A) in reliance on certified copies of the incorporation or partnership or other entity documents, as applicable, delivered in connection with the origination of such Loan, the related borrower is an individual who is a permanent resident of, or an entity organized under the laws of, a state of the United States of America, and (B) to Seller's knowledge, the related borrower is not a party to any bankruptcy, reorganization, insolvency or similar proceeding. 5...
