Representations and Warranties of the Depositor as to the Underlying Certificates Sample Clauses

Representations and Warranties of the Depositor as to the Underlying Certificates. The Depositor hereby represents and warrants to the Trustee, the Trust Administrator and the Master Servicer with respect to each Underlying Certificate as of the date hereof or such other date set forth herein that:
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Representations and Warranties of the Depositor as to the Underlying Certificates. The Depositor hereby represents and warrants to the Trustee with respect to each Underlying Certificate as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Underlying Certificates to it pursuant to the Certificate Purchase Agreement and immediately prior to the conveyance of the Underlying Certificates by it to the Trustee pursuant to Section 2.1 hereof, the Depositor had good title to the Underlying Certificates, free and clear of any liens, offsets, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.3 shall survive delivery of the Underlying Certificates to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of the foregoing representation and warranty (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.
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Representations and Warranties of the Depositor as to the Underlying Certificates. The Depositor hereby represents and warrants to the Trustee with respect to each Underlying Certificate as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Underlying Certificates to it pursuant to the Certificate Purchase Agreement and immediately prior to the conveyance of the Underlying Certificates by it to the Trustee pursuant to Section 2.1 hereof, the Depositor had good title to the Underlying Certificates (excluding any Underlying Yield Supplement Amounts payable in respect thereof), free and clear of any liens, offsets, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.3 shall survive delivery of the Underlying Certificates to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of the foregoing representation and warranty (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.
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Related to Representations and Warranties of the Depositor as to the Underlying Certificates

  • Representations and Warranties of the Depositor as to the Mortgage Loans The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date:

  • Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Trust Depositor The Trust Depositor hereby represents and warrants to the Owner Trustee that:

  • Representations and Warranties of the Collateral Custodian The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:

  • Representations and Warranties of the Special Servicer (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:

  • Representations and Warranties of the Seller as to each Receivable On the date hereof, the Seller hereby makes the representations and warranties set forth on Schedule I to the Issuer and the Indenture Trustee as to the Receivables sold, transferred, assigned, and otherwise conveyed to the Issuer under this Agreement on which such representations and warranties the Issuer relies in acquiring the Receivables. The representations and warranties as to each Receivable shall survive the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Seller shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.

  • Representations and Warranties of the Company Concerning the Mortgage Loans With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  • Representations and Warranties of the Depositary The Depositary represents and warrants to, and agrees with, the Company, that this Amendment, when executed and delivered by the Depositary, will be duly and validly authorized, executed and delivered by the Depositary, and it and the Deposit Agreement as amended hereby constitute the legal, valid and binding obligations of the Depositary, enforceable against the Depositary in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

  • Representations and Warranties of the Owner Trustee The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

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