Common use of Representations and Warranties Respecting the Purchaser Clause in Contracts

Representations and Warranties Respecting the Purchaser. The Purchaser represents, warrants and covenants to the Seller that, as of each Closing Date: i. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and is qualified to transact business in and is in good standing under the laws of each state in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification; ii. The Purchaser has the full power and authority to perform, and to enter into and consummate, all transactions contemplated by the Transaction Documents; the Purchaser has the full power and authority to purchase and hold each Mortgage Loan; iii. Neither the acquisition of the Mortgage Loans by the Purchaser pursuant to the Transaction Documents, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of the Transaction Documents, will conflict with or result in a breach of any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or result in a material breach of any legal restriction or any material agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject; and iv. There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under the Transaction Documents.

Representations and Warranties Respecting the Purchaser. The Purchaser represents, warrants and covenants to CHL, the Seller Servicer and the Guarantor that, as of each the Closing Date: i. The (i) the Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and is qualified to transact business in and is in good standing under the laws of each state in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification; (ii. The ) the Purchaser has the full power and authority to perform, and to enter into and consummate, all transactions contemplated by the Transaction Documentsthis Agreement; the Purchaser has the full power and authority to purchase and hold each Mortgage Loan; (iii. ) Neither the acquisition of the Mortgage Loans by the Purchaser pursuant to the Transaction Documentsthis Agreement, the consummation of the transactions contemplated hereby or therebyhereby, nor the fulfillment of or compliance with the terms and conditions of the Transaction Documentsthis Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or result in a material breach of any legal restriction or any material agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject; and (iv. ) There is no action, suit, proceeding, investigation or litigation pending or, or to the Purchaser’s knowledge, knowledge threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under the Transaction Documentsthis Agreement.