Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer, jointly and severally, represents and warrants to and agrees with the several underwriters named in Schedule 1 hereto (the "Underwriters") that:
(a) A registration statement (No. 333-51224-01), including a form of prospectus supplement relating to the Notes and a form of base prospectus relating to each class of securities to be registered under such registration statement (the "Registered Securities"), has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933, as amended (the "Act"), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (i) any additional registration statement (the "additional registration statement") relating to the Notes has been filed with the Commission pursuant to rule 462(b) ("Rule 462(b)") under the Act and declared effective upon filing, and the Notes have been registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Seller does not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act ("Rule 462(c)") or Rule 462(b).
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer represents and warrants as to itself as follows:
5.1. The execution and delivery by such Person of this Amendment are within its corporate or limited liability company powers, as applicable, and authority and have been duly authorized by all necessary corporate or limited liability company action, as applicable, on its part.
5.2. This Amendment has been duly executed and delivered by such Person.
5.3. No authorization, 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 such Person of this Amendment.
5.4. This Amendment and the Agreement, as amended by this Amendment, constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
5.5. Both before and after the effectiveness of this Amendment, the covenants, representations and warranties of such Person set forth in the Agreement and each other Transaction Document to which it is a party, are true and correct in all material respects as of the date hereof.
5.6. Both before and after the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an Amortization Event or a Potential Amortization Event.
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.
(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 and 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 are within the Seller's and the Servicer's respective corporate powers, have been duly authorized by all necessary corporate 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) any law or 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 Agent on behalf of the Investors of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b).
(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 Agent on behalf of the Investors in the Purchased Receivables.
(f) The Seller is the legal and beneficial owner o...
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer, jointly and severally, hereby represents and warrants as of the date hereof as follows (which representations and warranties shall survive the execution and delivery of this Amendment):
(i) The representations and warranties of each of the Seller and the Servicer set forth in the Agreement are true and correct on and as of such date, after giving effect to this Amendment, as though made on and as of such date;
(ii) Following the effectiveness of this Amendment, no event has occurred and is continuing which constitutes a Termination Event or Unmatured Termination Event;
(iii) Each of the Seller and the Servicer is in compliance with each of its covenants and agreements set forth in the Transaction Documents; and
(iv) This Amendment has been duly executed and delivered by the Seller and the Servicer and constitutes the legal, valid and binding obligation of the Seller and Servicer, and is enforceable in accordance with its terms subject (x) as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, from time to time in effect, and (y) to general principles of equity.
Representations and Warranties of the Seller and the Servicer. The Seller and the Servicer each make the following representations and warranties as to itself on which the Issuer is relying in acquiring the Receivables hereunder and issuing the Securities under the other Further Transfer and Servicing Agreements. The following representations and warranties are made severally by each of the Seller and the Servicer (for purposes of this Section 6.01, each, a "Party") and speak as of the Closing Date but shall survive the sale, transfer and assignment of the Receivables to the Issuer.
(a) Representations and Warranties as to each Party.
Representations and Warranties of the Seller and the Servicer. (a) Each of DLJMC and Ocwen in its capacity as Seller or Servicer, as applicable, 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 III to the Depositor and the Trustee, as of the Closing Date, or the date specified therein, with respect to the Initial Mortgage Loans identified on Schedule I hereto and as of the Subsequent Transfer Date with respect to any Subsequent Mortgage Loan identified on Schedule I hereto. Any breach of the representation and warranty set forth in clauses (xx), (xxiii) and (xxiv) of Schedule III hereto shall be deemed to materially and adversely affect the interest of the Certificateholders in that Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty.
(c) If any Initial Mortgage Loan less than thirty days delinquent as of the Initial Cut-off Date (i) fails to make its Scheduled Payment due during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the Initial Cut-off Date and (ii) becomes 30 days or more delinquent with respect to such Scheduled Payment, then the Seller shall be deemed to have automatically breached the representation and warranty set forth in clause (iv) of Schedule III hereto; provided, however, that in no event shall such representation and warranty be automatically breached with respect to Initial Mortgage Loans constituting more than 3% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); provided, further, however, that (1) if such representation and warranty is breached with respect to Initial Mortgage Loans exceeding such 3%, then such representation and warranty shall not be deemed automatically breached for any Initial Mortgage Loan and (2) the Seller shall not be deemed to have automatically breached such representation and warranty with respect to any Mortgage Loan for which such Scheduled Payment is made during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occu...
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer, jointly and severally, represents and warrants to and agrees with the several underwriters named in Schedule 1 hereto (the "Underwriters") that:
(a) A registration statement (No. 333-82763), including a form of prospectus supplement relating to the Notes and a form of base prospectus relating to
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer represents and warrants to the Purchaser and the Indenture Trustee as of the date of this Agreement, on each Weekly Reporting Date, on each Asset Increase Closing Date (except as otherwise specified below) in respect of any Series of Debt Obligations, and on any other date on which these representations and warranties are specified to be repeated in any Related Program Agreement in respect of any Series of Debt Obligations, that:
(a) it is (i) a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation; and (ii) duly qualified to carry on business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect;
(b) it has full power and capacity to enter into this Agreement and the other Program Agreements to which it is party and to do all acts and things as are required of or contemplated to be done by it hereunder or thereunder;
(c) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Program Agreements to which it is party and to do all acts and things as are required of or contemplated to be done by it hereunder or thereunder;
(d) there are no actions, suits or proceedings pending or to the knowledge of any officer of the Seller, threatened against or affecting the Seller or any of its undertakings and assets at law, in equity or before any arbitrator or before or by any governmental department, body, commission, board, bureau, agency or instrumentality having jurisdiction in the premises which would reasonably be expected to have a Material Adverse Effect and the Seller is in compliance with all Applicable Laws except such non-compliance as would not reasonably be expected to have a Material Adverse Effect;
(e) this Agreement has been duly executed and delivered by it and constitutes a legally binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at law or in equity);
(f) the execution and delivery of this Agreement and the other Program Agreements to which it is party and compliance with their terms and conditions will not (i) result in a violation of the constating documents or by-law...
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer represents and warrants as to itself as follows: The execution and delivery by such Person of this Amendment are within its corporate or limited liability company powers, as applicable, and authority and have been duly authorized by all necessary corporate or limited liability company action, as applicable, on its part. This Amendment has been duly executed and delivered by such Person. No authorization, 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 such Person of this Amendment. This Amendment and the Agreement, as amended by this Amendment, constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. Both before and after the effectiveness of this Amendment, the covenants, representations and warranties of such Person set forth in the Agreement and each other Transaction Document to which it is a party, are true and correct in all material respects as of the date hereof. Both before and after the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an Amortization Event or a Potential Amortization Event.
Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to the Administrative Agent and each Purchaser Party, as follows:
