Representations, Warranties and Covenants of the Depositor Clause Samples
Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:
(a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
(b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.
(c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.
(d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms.
(e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.
(f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other gover...
Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the NIMs Insurer, the Servicer and the Trustee as follows, as of the date hereof:
(i) The Depositor is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement and the Sale Agreement.
(ii) The Depositor has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and the Sale Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement and the Sale Agreement; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in a violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body h...
Representations, Warranties and Covenants of the Depositor. THE SERVICER AND THE SELLER; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS
Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee and the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The Depositor has the corporate power and authority to convey the Mortgage Loans and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidia...
Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:
(a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
(b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business.
(c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.
Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:
(a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
(b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business.
(c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.
(d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles.
Representations, Warranties and Covenants of the Depositor. THE SERVICER AND THE SELLERS; COVENANT OF SELLERS TO CONVEY HOME EQUITY LOANS..........................40 Section 3.01 Representations and Warranties of the Depositor...........40 Section 3.02 Representations and Warranties of the Servicer............42 Section 3.03 Representations and Warranties of the Sellers.............44 Section 3.04 Covenants of the Sellers to Take Certain Actions with Respect to the Home Equity Loans In Certain Situations................................................50 Section 3.05 Conveyance of the Home Equity Loans and Qualified Replacement Mortgages.....................................59
Representations, Warranties and Covenants of the Depositor. THE SERVICER AND THE SELLER; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS Section 3.01 Representations and Warranties of the Depositor............................. 35 Section 3.02 Representations and Warranties of the Servicer.............................. 37 Section 3.03 Representations and Warranties of the Seller................................ 39 Section 3.04 Covenants of Seller to Take Certain Actions with Respect to the Home Equity Loans in Certain Situations.......................................... 42 Section 3.05 Conveyance of the Initial Home Equity Loans and Qualified Replacement Mortgages................................................................... 49 Section 3.06 Acceptance by Trustee; Certain Substitutions of Home Equity Loans; Certification by Trustee.................................................... 53 Section 3.07 Conveyance of the Subsequent Home Equity Loans.............................. 54 Section 3.08 Custodian................................................................... 57 ARTICLE IV ISSUANCE AND SALE OF CERTIFICATES
Representations, Warranties and Covenants of the Depositor. THE SERVICER AND THE SELLERS; COVENANT OF SELLERS TO CONVEY HOME EQUITY LOANS
Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee that as of the Closing Date:
(i) The Depositor acquired the Deposited Underlying Certificates in good faith without notice of any liens (including, without limitation, federal tax liens), charges, claims, encumbrances or security interests; immediately prior to the transfer of the Deposited Underlying Certificates from the Depositor to the Trust, the Depositor was the sole owner thereof, free and clear of any liens and security interests charges or encumbrances; and upon execution and delivery by the Trustee of this Agreement, the Trustee will acquire the Deposited Underlying Certificates free of any lien, charges, claims or encumbrances;
(ii) The Depositor has not assigned any interest or participation in the Deposited Underlying Certificates except as contemplated by this Agreement and the Underlying Agreements (or, if any such interest or participation has been assigned, it has been released);
(iii) The Depositor has full right to sell the Deposited Underlying Certificates to the Trustee;
(iv) All conditions precedent and any restrictions upon the transfer of the Deposited Underlying Certificates provided for in the Underlying Agreements have been satisfied, and the transfer of the Deposited Underlying Certificates to the Trust is complete;
(v) The Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full power and authority to own its properties and conduct its business and to perform its obligations under this Agreement;
(vi) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Depositor's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. The Depositor is solvent and shall remain solvent after giving effect to the transfer of the Deposited Underlying Certificates to the Trustee and the execution and delivery of this Agreement will not result in a breach or default under any agreement to which the Depositor is a party or to which its pr...