Representations and Warranties of Master Servicer. The Master Servicer makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Trust Property. The representations and warranties speak as of the date of execution and delivery of this Agreement, as of the Closing Date and as of each Subsequent Transfer Date, and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:
Representations and Warranties of Master Servicer. CHR, individually and when acting as Master Servicer, represents and warrants as of the date hereof and as of each date on which a Purchase or Reinvestment is made as follows:
Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Owner as of the date hereof and as of each Series Closing Date:
(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Transferred Receivables hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
(b) It has the power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereby.
(c) This Agreement has been duly authorized, executed and delivered by Master Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors’ rights generally and general equitable principles, whether applied in a proceeding at law or in equity.
(d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance by Master Servicer of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to obtain such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(e) There is no pending or, to its actual knowledge, threatened Litigation of a material nature against or affecting it in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement.
(f) Master Servicer (or a Sub-Servicer on its behalf) has in its possession all original copies of the Financing Agreements that evidence the Receivables. Such Financing Agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person, other than pursuant to the Master Servicer Related Documents. 20 Second Amended and Restated Servicing Agreement
Representations and Warranties of Master Servicer. The Master Servicer hereby represents and warrants to the Buyer, each Lender, each Facility Agent and the Administrative Agent on and as of the Closing Date and on and as of the date of each Advance that:
Representations and Warranties of Master Servicer. Master Servicer hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof and as of the date of each Incremental Advance and each Rollover Advance as follows (capitalized terms used in this Section 3.2 and not otherwise defined in the Transaction Documents are used with the meanings attributed thereto in the TPX Credit Agreement):
Representations and Warranties of Master Servicer. Master Servicer represents and warrants to Manager as follows:
Representations and Warranties of Master Servicer. 57 Section 6.02. Liability of Master Servicer; Indemnities.........................................................58 Section 6.03. Merger, Consolidation or Assumption of the Obligations of Master Servicer.........................60 Section 6.04. Limitation on Liability of Master Servicer and Others.............................................60 Section 6.05. Wachovia Bank Not to Resign as Master Servicer....................................................61
Representations and Warranties of Master Servicer. The Master Servicer hereby represents and warrants to the Servicer, the Depositor, the Sellers, the Securities Administrator and the Trustee, for the benefit of the Certificateholders and the NIMS Insurer, if any, that as of the Closing Date:
(a) the Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(b) the Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(c) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or,...
Representations and Warranties of Master Servicer. (a) The Master Servicer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Special Servicer and the Fiscal Agent, as of the Closing Date, that:
(i) The Master Servicer is a Missouri limited partnership duly organized, validly existing and in good standing under the laws under which it was organized and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform in all material respects its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's certificate of limited partnership or partnership agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.
(iii) The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(v) The Master Servicer 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 Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement...
Representations and Warranties of Master Servicer. 56 Section 6.02.
