Representations and Warranties of the Contributee. The Contributee hereby represents and warrants to the Contributor as of the date hereof that:
Representations and Warranties of the Contributee. The Contributee makes the following representations and warranties, on which the Contributor relies in contributing the Contributed Portfolio to the Contributee hereunder and each of the Secured Parties relies upon in entering into the Loan and Servicing Agreement. As of each Contribution Date and each Reporting Date, the Contributee represents and warrants to the Contributor for the benefit of the Contributor and each of its successors and assigns (and as to any Loan Assets, only with respect to the Loan Assets being purchased on such Contribution Date) that:
Representations and Warranties of the Contributee. The Contributee hereby represents and warrants to each Contributor that on the date of this Contribution Agreement and at the Effective Date, that:
i. the Contributee has the requisite power and authority to enter into and to perform this Contribution Agreement;
ii. the Contributee shall take all such actions (or as the case may be cause all such actions to be taken) and perform (or, as the case may be, cause to be performed) all formalities which may be legally and/or contractually required in order to procure the issuance by the Auditor of the Report;
iii. the provisions of this Contribution Agreement constitute valid and binding obligations of the Contributee in accordance with its terms;
iv. there are/will be no encumbrances (including without limitation rights of preemption or other third party interests) over the New Shares; and
v. the New Shares shall be validly issued to each Contributor in the amounts and proportions set out in Schedule 1, as fully paid-up shares, with all rights attached to them (including without limitation under the articles of association of the Contributee), at the Effective Date in consideration for the Contribution.
Representations and Warranties of the Contributee. The Contributee hereby represents and warrants to the Contributor, as of the date hereof and as of the Closing Date, as follows:
