Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to the Administrator, each Purchaser and each Purchaser Agent, as follows:
Representations and Warranties of the Seller and Servicer. (a) Each of DLJMC and Calmco, in their capacities as Seller or Servicer, hereby makes on behalf of themselves the representations and warranties set forth in Schedule IIA and Schedule IIB hereto, respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date, or if so specified therein, as of the applicable Cut-off Date.
(b) DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in Schedule IB to the Depositor and the Trustee, as of the Closing Date, or the date specified therein, with respect to the Mortgage Loans identified on Schedule IB hereto and, with respect to the Mortgage Loans identified on Schedule IA hereto, the Seller hereby makes the representations and warranties set forth therein as of June 14, 2000.
(c) The Depositor hereby assigns the representations and warranties set forth in Schedule IIIA, and by this reference incorporated herein, to the Trustee, as of the Closing Date, or if specified therein, as of the Cut-off Date or such other date as may be specified.
(d) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made by it pursuant to Section 2.03(b) which materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Repurchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above...
Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to each of the Administrator, each Purchaser and each Purchaser Agent as follows:
(a) the representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date);
(b) no event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a Termination Event or an Unmatured Termination Event, and the Facility Termination Date has not occurred;
(c) the execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Receivables Purchase Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part; and
(d) this Amendment and the Receivables Purchase Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.
Representations and Warranties of the Seller and Servicer. Triad hereby makes, to and for the benefit of the Insurer, each of the representations and warranties made by it in each of the Transaction Documents to which it is a party, including Section 3.1 of the Purchase Agreement and Sections 4.6 and 8.1 of the Sale and Servicing Agreement. Such representations and warranties are incorporated herein by this reference as if fully set forth herein, and may not be amended except by an amendment complying with the terms of the last sentence of Section 6.1 hereof. In addition, Triad represents and warrants as of the Closing Date as follows:
(a) The offer and sale of the Class A Notes by the Issuer comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws and, without limiting the generality of the foregoing, the Offering Document (other than the Underwriter Information and the Insurer Information) does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(b) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; the Issuer is not required to be registered as an "investment company" under the Investment Company Act; and neither the offer nor the sale of the Class A Notes by the Issuer will be in violation of the Securities Act or any other federal or state securities law. Triad shall satisfy any of the information reporting requirements of the Securities Exchange Act arising out of the Transaction to which it, the Depositor or the Issuer is subject.
(c) Neither the Transaction Documents nor any other information relating to the Receivables, the Other Conveyed Property or any other asset in the Trust Estate, the operations or financial condition of any of the Triad Parties (collectively, the "Information"), as amended, supplemented or superseded, furnished to the Insurer by such Triad Party contains any statement of a material fact which was untrue or misleading in any material respect when made. None of the Triad Parties has any knowledge of any circumstances that could reasonably be expected to have a Material Adverse Effect. Since the furnishing of the Information, there has been no change nor any development or event involving a prospective change known to any of the Triad Parties that would render any of the Transaction Documents untrue or misleading...
Representations and Warranties of the Seller and Servicer. The Seller and Servicer each hereby represent and warrant to each of the parties hereto as of the date hereof as follows:
Representations and Warranties of the Seller and Servicer. The Seller and Servicer hereby represent and warrant as follows: The Seller and Servicer have the legal power and authority to execute and deliver this Amendment and the officers of the Seller and Servicer executing this Amendment have been duly authorized to execute and deliver the same and bind the Seller and Servicer with respect to the provisions hereof. This Amendment and the Receivables Purchase Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Seller and Servicer, enforceable against them in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally). Upon the effectiveness of this Amendment, the Seller and Servicer hereby reaffirm all covenants, representations and warranties made in the Receivables Purchase Agreement and the other Transaction Documents to the extent the same are not amended hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment. There exists no Amortization Event.
Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to each of the Administrator, each Purchaser and each Purchaser Agent (including each member of the Atlantic Purchaser Group) as follows:
(a) representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date); (b) no event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a Termination Event or an Unmatured Termination Event; and
(c) the Facility Termination Date has not occurred; and
Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Purchaser and its assigns:
(a) it is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder;
(b) the execution, delivery and performance by the Seller and the Servicer of the Sale Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by- laws, as applicable, or (ii) law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law;
(c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.3;
(d) each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms;
(e) there is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Purchaser in the Purchased Receivables;
(f) immediately prior to t...
Representations and Warranties of the Seller and Servicer. (a) The Seller hereby represents and warrants to the Trustee that as of the date hereof and as of each Closing Date, unless expressly stated otherwise:
Representations and Warranties of the Seller and Servicer. Section 2.2 Affirmative Covenants of Seller and Servicer...............
