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. 333-87970), 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 on Form S-3 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 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. Seller and Servicer (interchangeably, for purposes of this Section 3.02 only, the "Company"), each represents, warrants and covenants to the Purchaser that as of the Closing Date as follows:
(a) The Seller is a national banking association duly organized and validly existing under the laws of the United States. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Company by any such state, and in any event the Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and, as to the Servicer, the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Purchase Price and Terms Letter and to conduct its business as presently conducted; the Company has duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement and the related Purchase Price and Terms Letter, and any agreements contemplated hereby, and this Agreement and the related Purchase Price and Terms Letter and each Assignment of Mortgage to the Purchaser and any agreements contemplated hereby, constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors; and all requisite corporate action has been taken by the Company to make this Agreement , the related Purchase Price and Terms Letter and all agreements co...
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:
