Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement. (d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. (e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof. (f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 34 contracts
Samples: Pooling and Servicing Agreement (Starm Mortgage Loan Trust 2007-2), Pooling and Servicing Agreement (STARM Mortgage Loan Trust 2007-3), Pooling and Servicing Agreement (STARM Mortgage Loan Trust 2007-S1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 14 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (MASTR Seasoned Securitization Trust 2004-1), Pooling and Servicing Agreement (Mastr Alternative Loan Trust 2004-12)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 10 contracts
Samples: Pooling and Servicing Agreement (Mastr Alternative Loan Trust 2004-11), Pooling and Servicing Agreement (MASTR Alternative Loan Trust 2004-9), Pooling and Servicing Agreement (MASTR Alternative Loan Trust 2004-7)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorServicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor and the sameCertificateholders.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2004 Fm1), Pooling and Servicing Agreement (ACE Securities Corp Series 2004-Rm1), Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2004-Op1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-15), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-10), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-15)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorTrustee, the Trustee Depositor and the CustodianNIMS Insurer, if any, for the benefit of each of the Trustee, the Certificateholders, the Depositor and the NIMS Insurer, if any, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization or order is requiredwarranties and covenants set forth in this Section 2.5 shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor, the sameCertificateholders and the NIMS Insurer, if any.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust Series 2007-2), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa4 /DE)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch other date specifically provided herein:
(a) The Master Servicer is has been duly organized as a national banking association incorporated and is validly existing as a bank or a corporation and in good standing under the laws of the United States jurisdiction of America its incorporation with full power and authority (corporate and other) to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Trust Agreement, and has duly qualified to do business and is duly authorized and qualified to transact in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases any and all material properties or conducts any material business contemplated by this Agreement to be conducted by the Master Servicer in any state or in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any performance of its other duties under the Trust Agreement would require such qualification, except where the failure so to qualify would not have a material adverse effect on the performance of its obligations under this Agreement in accordance with the terms hereof.Trust Agreement;
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Trust Agreement, assuming the due authorization, execution and delivery hereof by Saxon and the other parties heretoTrustee, constitutes a legal, valid and binding obligation agreement of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by subject to bankruptcy, insolvency, moratoriumreorganization, receivership and conservatorship, receivership, moratorium or other similar laws relating to affecting creditors’ ' rights generally and (ii) the remedy to general principles of specific performance and injunctive and other forms equity regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is sought in a proceeding therefor may be brought.in equity or at law;
(c) The Neither the execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this of the Trust Agreement, nor the consummation of any other by the Master Servicer of the transactions contemplated therein contemplated, nor compliance by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and with the provisions thereof, will not (i) conflict with or result in a material breach of, or constitute a default under, any of any term or provision the provisions of the articles of association or incorporation (or corresponding charter document) or by-laws of the Master ServicerServicer or any law, (ii) materially conflict withgovernmental rule or regulation or any judgment, result in a material breach, violation decree or acceleration oforder binding on the Master Servicer or any of its properties, or result in a material default under, any of the terms provisions of any indenture, mortgage, deed of trust, contract or other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, is bound or (iiiii) constitute a material violation result in the creation or imposition of any statutelien, order charge 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet encumbrance upon any of its obligations under this Agreementproperties pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument.
(d) The There are no actions, suits or proceedings against, or investigations of, the Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending pending, or, to the knowledge of the Master Servicer, threatened against threatened, before any court, administrative agency or other tribunal which would prohibit the Master Servicer that would materially and adversely affect from entering into the execution, delivery or enforceability of this Trust Agreement or performing its obligations under the ability of Trust Agreement; and
(e) If the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is requirednot a national banking association, the Master Servicer has obtained maintains a Master Servicer Errors and Omissions Policy and a Master Servicer Fidelity Bond which cover the sameMaster Servicer's performance under the Trust Agreement, and such policy and bond are in full force and effect. Upon the discovery by Saxon, the Master Servicer or the Trustee of a breach of any of the foregoing representations or warranties which materially and adversely affects the interest of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties to the Trust Agreement.
Appears in 6 contracts
Samples: Trust Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (ia) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (iA) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iiiC) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002 1), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pas THR Certs Ser 2002 2), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Adj Rate Mort Tr 2002 3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-7), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Asset Sec Tr 2002 5), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor relating thereto may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-Hf1), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa1), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates Series 2003-4), Pooling and Servicing Agreement (Mastr Seasoned Securitization Trust 2003-1), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-8)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the CustodianCertificate Insurer, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor relating thereto may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the CustodianGroup I Certificate Insurer, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor relating thereto may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (ia) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (iA) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iiiC) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Transactions Inc Mastr Alt Ln Tr 2002 1), Pooling and Servicing Agreement (Master Adjustable Rate Mortgages Trust 2003-1), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee each Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2004-11), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgage Trust 2004-8), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-12)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Asset Sec Tr 2003 11), Pooling and Servicing Agreement (Mastr Asset Securitization Trust 2004-3), Pooling and Servicing Agreement (Mastr Asset Securitization Trust 2003-10)
Representations and Warranties of the Master Servicer. The (a) Each of the Master Servicer hereby Servicer, for itself only, represents and warrants to each of the Depositor, other parties hereto and for the Trustee and benefit of the CustodianCertificateholders, as of the Closing Date, or if so specified herein, as of the Cut-off Datethat:
(ai) The Master Servicer is a [ENTITY TYPE] duly organized as a national banking association and is organized, validly existing and in good standing under the laws of the United States of America [JURISDICTION], and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each State in which any such staterelated Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to master service so qualify or comply would not adversely affect the Mortgage Loans Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement Agreement.
(ii) The Master Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer’s organizational documents 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 material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement.
(biii) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate all transactions involving the transactions Master Servicer contemplated by this Agreement and Agreement, has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming the due authorization, execution and delivery hereof by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its termsthe terms hereof, except that subject to (iA) the enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership receivership, conservatorship, moratorium and other similar laws relating to affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (iiC) public policy considerations regarding the remedy enforceability of specific performance and injunctive and other forms provisions providing or purporting to provide indemnification or contribution with respect to violations of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtsecurities laws.
(cv) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 in breach violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or violation decree of any material indenture court or other material agreement or instrumentarbiter, or in violation any order, regulation or demand of any statutefederal, order state or regulation of any courtlocal governmental or regulatory authority, regulatory bodywhich violation, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(fvi) No consent, approval, license, authorization or, to the knowledge of the Master Servicer, or order of any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated therebyherein, except for those consents, approvals, licenses, authorizations or if any orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order is required, would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified as a foreign corporation or entity or licensed in one or more states is not necessary for the performance by it of its obligations hereunder.
(vii) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement.
(viii) The Master Servicer has obtained errors and omissions insurance that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the samerequirements of Section 3.07(e).
(b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Any successor to the Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2005-3), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2005-6), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages 2005-2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the Depositor, the Trustee and the CustodianGroup I Senior Certificate Insurer, for the benefit of each of the Trustee, the Certificateholders and the Depositor that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization or order is requiredwarranties and covenants set forth in this Section 2.5 shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor, the sameGroup I Senior Certificate Insurer and the Certificateholders.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Master Adjustable Rate Mortgages Trust 2004-2), Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2004-2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing ox Xxxxixx and Urban Development Xxxxx Xevelopment pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Tr MSTR Alt Ln Tr Mt Ps THR Ct Sr 2003-3), Pooling and Servicing Agreement (Mortgage Asset Sec Transactions Inc Mastr Asset Sec Tr 03 2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2004-1), Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2004-1)
Representations and Warranties of the Master Servicer. The Each of the representations and warranties made by the Master Servicer as of the Closing Date pursuant to the Pooling and Servicing Agreement and any other Transaction Document is incorporated herein by reference and made for the benefit of each Purchaser and the Agent. In addition, the Master Servicer hereby represents and warrants to the Depositor, the Trustee each Purchaser and the Custodian, Agent as of the Closing Date, or if so specified herein, as of the Cut-off DateDate and each Increase Date that:
(a) The Master Servicer is duly organized audited financial statements and schedules of SFC and its Subsidiaries for the period ended December 31, 1997 and the unaudited financial statements of SFC and its Subsidiaries for the period ended September 30, 1997, each as, or as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification andwill be, in any event, is in compliance filed with the doing business laws Securities Exchange Commission on Forms 10-K and 10-Q, respectively, (the "Financial Statements"), present fairly in all material respects the financial position, results of any such state, operations and cash flows of SFC at the dates and for the periods to master service the Mortgage Loans which they relate and have been prepared in accordance with generally acceptance accounting principles applied on a consistent bases, except as otherwise stated therein (subject, in the terms case of this Agreement unaudited statements, to normal and to perform any of its other obligations under this Agreement in accordance with the terms hereof.recurring audit adjustments);
(b) The Master Servicer has Except as disclosed in writing to the full power Agent and authority to master service each Mortgage Loanas described on Exhibit 4.02 hereto, and to execute, deliver and perform, and to enter into and consummate since the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part date of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that Financial Statements (i) there has been no material adverse change in the enforceability hereof may be limited by bankruptcycondition, insolvencyfinancial or otherwise, moratoriumor the earnings or business affairs of SFC or any Subsidiary, receivership and other similar laws relating to creditors’ rights generally wether or not arising in the ordinary course of business, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and there have been no transactions entered into by SFC or any Subsidiary that are materially adverse with respect to the discretion condition, financial or otherwise, or the earnings or business affairs of the court before which SFC or any proceeding therefor may be broughtSubsidiary.
(c) The execution None of the Sellers have granted any Liens (other than Permitted Liens) with respect to their inventory the sale of which will give rise to a Receivable included in the Trust Assets except pursuant to documentation, in form and delivery of this Agreement substance which has been approved by the Master ServicerAgent, which confirms that such Liens do not attach to and are automatically released from, any Receivables and Related Property sold to the master servicing of Company.
(d) Notwithstanding anything to the Mortgage Loans by contrary contained in any Transaction Document, to the extent the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of delegates or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet assigns any of its obligations under this Agreement.
(d) The Master Servicer the Servicing Agreement to a Seller or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orSeller Group, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other 's obligations under this such Servicing Agreement shall continue in accordance with the terms thereoffull force and effect despite such delegation or assignment.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Certificate Purchase Agreement (Specialty Foods Acquisition Corp), Certificate Purchase Agreement (Specialty Foods Corp)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (ia) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (iA) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iiiC) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Mac and is a mortgagee Frexxxx Xax xnd ix x xxxtgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mor Pass THR Cer Ser 2001-2), Pooling and Servicing Agreement (Mort Asset Sec Trans Inc E Trade Bank Mort Bak Sec Tr 2001 2)
Representations and Warranties of the Master Servicer. Representations and Warranties of the Servicer; Representations and Warranties of the Securities Administrator.
(a) The Master Servicer hereby represents and warrants to the Depositor, the Trustee Servicer, the Special Servicer and the CustodianTrustee as follows, as of the Closing Date, or if so specified herein, as of the Cut-off Datedate hereof:
(ai) The Master Servicer is duly organized and is validly existing as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofServicer.
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate consummate, the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (iA) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought.
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (iA) result in a material breach of any term or provision of the articles of incorporation charter or by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iiiC) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(div) The Master Servicer Servicer, or an affiliate thereof thereof, is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac Fannie Mae and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Actfor Freddie Mac.
(ev) No litigation is pending orpxxxxxx xx, to the knowledge of bxxx xx the Master Servicer's knowledge, threatened threatened, against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability its performance of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereofhereof.
(fvi) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated therebyhereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
(b) The Servicer hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Securities Administrator and the Trustee as follows, as of the date hereof:
(i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is an operating subsidiary of National City Bank of Indiana. As a national bank operating subsidiary, it is regulated by the Office of the Comptroller of the Currency and is subject to applicable laws and regulations. The Servicer is authorized to carry on its business as now being conducted as an operating subsidiary of a national bank.
(ii) The Servicer has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments or transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer, regardless of whether such enforcement is sought in equity or at law; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, subject to (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Agreement and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors' rights generally and the discretion of the court before which any proceeding for such enforcement may be brought.
(iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer 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 Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer 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 having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement.
(iv) [Reserved].
(v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same.
(vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.
(viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.
(c) The Securities Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Servicer, the Special Servicer and the Trustee as of the date hereof:
(i) The Securities Administrator is duly organized and is validly existing as a national banking association and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Securities Administrator.
(ii) The Securities Administrator 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 has duly authorized by all necessary corporate action on the part of the Securities Administrator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Securities Administrator, enforceable against the Securities Administrator in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding hereunder may be brought.
(iii) The execution and delivery of this Agreement by the Securities Administrator, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Securities Administrator and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Securities Administrator or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Securities Administrator 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 Securities Administrator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Securities Administrator; and the Securities Administrator 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 having jurisdiction over it which breach or violation may materially impair the Securities Administrator's ability to perform or meet any of its obligations under this Agreement.
(iv) No litigation is pending or, to the best of the Securities Administrator's knowledge, threatened, against the Securities Administrator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Securities Administrator to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Securities Administrator of, or compliance by the Securities Administrator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Securities Administrator has obtained the same.
(d) The Special Servicer hereby represents and warrants to the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee as of the date hereof:
(i) The Special Servicer is duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Special Servicer.
(ii) The Special Servicer 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 has duly authorized by all necessary corporate action on the part of the Special Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding hereunder may be brought.
(iii) The execution and delivery of this Agreement by the Special Servicer, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Special Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Special Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Special Servicer 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 Special Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Special Servicer; and the Special Servicer 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 having jurisdiction over it which breach or violation may materially impair the Special Servicer's ability to perform or meet any of its obligations under this Agreement.
(iv) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Special Servicer to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Special Servicer has obtained the same
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust Series 2005-Ff12), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust Series 2005-Ff12)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Mort Pass Through Certs Ser 2003-9), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Mastr Alternative Loan Trust 2004-3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to Ocwen, Xxxxx Fargo, the DepositorDepositor and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof;
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor and the sameCertificateholders.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd1), Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust Series 2005-Sd2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Marm 2005-7), Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to the Depositor, other parties hereto and for the Trustee and benefit of the CustodianCertificateholders, as of the Original Closing DateDate and the Sequel Closing Date unless otherwise stated below, or if so specified herein, as of the Cut-off Datethat:
(ai) The Master Servicer is duly organized as a national banking association and is organized, validly existing and in good standing as a corporation under the laws of the United States State of America Delaware, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each State in which any such stateMortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Master Servicer, to master service and the Mortgage Loans in accordance performance and compliance with the terms of this Agreement and by the Master Servicer, will not violate the Master Servicer's organizational documents 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 perform which it is a party or which is applicable to it or any of its other assets, which default, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement in accordance with or the terms hereoffinancial condition of the Master Servicer.
(biii) The Master Servicer has the full corporate power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and Agreement, has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming the due authorization, execution and delivery hereof by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its termsthe terms hereof, except that subject to (iA) the enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership moratorium and other similar laws relating to affecting the enforcement of creditors’ ' rights generally generally, and (iiB) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforcement is considered in a proceeding therefor may be broughtin equity or at law.
(cv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, its performance and the fulfillment of or compliance with the terms hereof are 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 ordinary course of business Master Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer and will not (i) result in a material breach of any term to perform its obligations under this Agreement or provision of the articles of incorporation or by-laws financial condition of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(evi) No litigation is pending or, to the knowledge best of the Master Servicer's knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer's good faith and reasonable judgment, is likely to materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with or the terms thereof.
(f) No consent, approval, authorization or, to the knowledge financial condition of the Master Servicer, order .
(vii) Each officer or employee of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Master Servicer with, this Agreement or any of its officers or employees that is involved in the consummation servicing or administration of the transactions contemplated thereby, Mortgage Loans has been refused such coverage or if any such consent, approval, authorization or order is required, insurance.
(b) The representations and warranties of the Master Servicer has obtained set forth in Section 2.06(a) shall survive the sameexecution and delivery of this Agreement and inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any of the parties hereto of a breach of any of such representations and warranties which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations set forth in Section 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2), Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorServicer, the Company and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Company and the sameCertificateholders.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Peoples Choice Home Loan Securities Trust Series 2004-1), Pooling and Servicing Agreement (Peoples Choice Home Loan Securities Trust Series 2004-2)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to each of the Depositor, other parties hereto and for the Trustee and benefit of the CustodianCertificateholders, as of the Closing Date, or if so specified herein, as of the Cut-off Datethat:
(ai) The Master Servicer is duly organized as a [national banking association and is association] duly organized, validly existing and in good standing under the laws of the [United States of America States], and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each State in which any such staterelated Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to master service so qualify or comply would not adversely affect the Mortgage Loans Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement Agreement.
(ii) The Master Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer’s organizational documents 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 material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement.
(biii) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate all transactions involving the transactions Master Servicer contemplated by this Agreement and Agreement, has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming the due authorization, execution and delivery hereof by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its termsthe terms hereof, except that subject to (iA) the enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership receivership, conservatorship, moratorium and other similar laws relating to affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, and (iiB) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforcement is considered in a proceeding therefor may be broughtin equity or at law.
(cv) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 in breach violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or violation decree of any material indenture court or other material agreement or instrumentarbiter, or in violation any order, regulation or demand of any statutefederal, order state or regulation of any courtlocal governmental or regulatory authority, regulatory bodywhich violation, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(fvi) No consent, approval, license, authorization or, to the knowledge of the Master Servicer, or order of any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated therebyherein, except for those consents, approvals, licenses, authorizations or if any orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order is required, would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified as a foreign corporation or entity or licensed in one or more states is not necessary for the performance by it of its obligations hereunder.
(vii) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement.
(viii) The Master Servicer has obtained errors and omissions insurance in the sameamounts and with the coverage to the extent required by Section 3.07(d).
(b) The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Any successor to the Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by xxxxxxgxx apprxxxx xx the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Alt Loan Tr 2003-5)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Securitization Transactions Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgage Trust 2003-2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Secrexxxx xf Xxusinx xxx Xrban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Securit Trans Inc Mort Ps THR Cert Ser 2003-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to Ocwen, Xxxxx Fargo, the DepositorDepositor and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by knowledge, would in the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would future materially and adversely affect the executionaffect, delivery or enforceability of this Agreement or (x) the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp. Home Equity Loan Trust, Series 2005-Sd3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor relating thereto may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-Hf2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorServicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body 52 having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor and the sameCertificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Series 2004-Sd1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Alt Loan Trust 2004 2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the Servicers, the Depositor, the Insurer and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof;
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor and the sameCertificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee each Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages 2005-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Class 2-A-2 Insurer, the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Securitization Trust 2005-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the DepositorIssuer and for the benefit of the Indenture Trustee, as pledgee of the Trustee and the CustodianMortgage Loans, as of the Closing Date, or if so specified herein, as of the Cut-off Datethat:
(a) The the Master Servicer is a bank duly organized as a national banking association and is validly existing and in good standing under the laws of the United States State of America Indiana, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, own its assets and to transact the business in which it is currently engaged. The Master Servicer (including, where appropriate, through its subsidiaries), is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Master Servicer;
(b) the Master Servicer has full power and authority to make, execute, deliver and perform, perform this Agreement and to enter into and consummate all of the transactions contemplated by this Agreement hereunder (including, where appropriate, through its subsidiaries), and has duly authorized by taken all necessary corporate action on the part of the Master Servicer to authorize the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.;
(c) The the Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained or filed, as the case may be;
(d) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the articles or bylaws of the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in constitute a material breach of any term mortgage, indenture, contract or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.and
(e) No litigation except as disclosed in the Prospectus Supplement or otherwise disclosed to the Depositor, no Proceeding of or before any court, tribunal or governmental body is currently pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability any of its properties or with respect to this Agreement or the ability Securities that in the opinion of the Master Servicer to master service has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The foregoing representations and warranties shall survive the transfer of the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge Trust and any termination of the Master Servicer, order Servicer hereunder. Upon discovery of a breach of any court representation or governmental agency or body is required for warranty that materially and adversely affects the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation interests of the transactions contemplated therebySecurityholder, the party discovering such breach shall give prompt written notice to the other parties hereto. Within 90 days of its discovery or if any its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the Indenture Trustee, such longer period specified in such consent, approval, authorization or order is required, the Master Servicer has obtained the sameshall cure such breach in all material respects.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Irwin Home Equity Loan Trust 2005-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorServicer, the Trustee Depositor and the CustodianTrustee, for the benefit of each of the Trustee, the Certificateholders and MBIA, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization warranties and covenants set forth in this Section 2.04 shall survive the resignation or order is requiredtermination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor, MBIA and the sameCertificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2003 Hs1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Seczt Trans Inc Mort Pass Thru Certs 2003-8)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to Ocwen, Wxxxx Fargo, the DepositorDepositor and the Trustee, for the benefit of each of the Trustee and the CustodianCertificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof;
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement;
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date; and
(viii) There are no affiliations, authorization relationships or order is required, transactions relating to the Master Servicer has obtained of a type that are described under Item 1119 of Regulation AB with DBNTC, the sameDepositor, the Sponsor, any Servicer (other than Wxxxx Fargo), the Credit Risk Manager, the Trustee or Quick Loan Funding, Inc. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 shall survive the resignation or termination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mastr Asset Securitization Trust 2004-1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to the Depositor, the Trustee Trustee, [the Bond Insurer] and the CustodianBondholders that, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(ai) The Master Servicer is a [corporation] duly organized as a national banking association and is organized, validly existing and in good standing under the laws of [the United States State of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the __________]. The Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, each state in which it is acting as Master Servicer with respect to master service a Mortgage Loan to the Mortgage Loans in accordance extent necessary to perform all servicing obligations with respect to the terms of related Mortgaged Property hereunder. The Master Servicer has the power and authority to execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) herewith. The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, assuming the due authorization, execution and delivery hereof ) by the other parties hereto, constitutes a legal, Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement evidences the valid and binding obligation of the Master Servicer, Servicer enforceable against the Master Servicer in accordance with its terms, except that (i) subject to the enforceability hereof may be limited by effect of bankruptcy, insolvency, moratoriumreorganization, receivership moratorium and other similar laws relating to or affecting creditors’ ' rights generally and (ii) or the remedy of specific performance and injunctive and other forms application of equitable relief may be subject to equitable defenses and to the discretion of the court before which principles in any proceeding therefor may be brought.
(c) proceeding, whether at law or in equity. The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are hereby will not result in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term terms or provision provisions of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, Servicer or result in a material breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a material default the acceleration of any obligation under, the terms of any material agreement, indenture or loan or credit agreement or other material agreement or instrument to which the Master Servicer or its property is a party or by which it may be boundsubject, or (iii) constitute a material result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Master Servicer or its property is subject.
(ii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the Master Servicer of this Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any courtpending proceedings (administrative, regulatory bodyjudicial or otherwise) with respect to which the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, administrative agency or governmental body having jurisdiction over and are adequate to authorize the Master Servicer; and consummation of the transactions contemplated by this Agreement on the part of the Master Servicer 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 having jurisdiction over it which breach or violation may materially impair and the performance by the Master Servicer’s ability to perform or meet any Servicer of its obligations under this Agreement.
(diii) The Master Servicer There is no action, suit, proceeding or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is investigation pending or, to the knowledge best of the Master Servicer's knowledge, threatened against the Master Servicer that, either in any one instance or in the aggregate, should reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer or that would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or that should be reasonably expected to impair the ability of the Master Servicer to perform under the terms of this Agreement.
(iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default should reasonably be expected to have consequences that would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement other) or the ability operations of the Master Servicer to master service the Mortgage Loans or its properties or to perform any of have consequences that should reasonably be expected to adversely affect its other obligations under this Agreement in accordance with the terms thereofperformance hereunder.
(fv) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance The collection practices used by the Master Servicer of, or compliance are in all material respects legal and customary in the non-conforming mortgage loan servicing business.
(vi) Upon discovery by the Master Servicer with, this Agreement or the consummation any party hereto of a breach of any of the transactions contemplated therebyforegoing representations and warranties that materially and adversely affects the interests of the Bondholders, the party discovering such breach shall give prompt written notice to the other parties hereto [and the Bond Insurer]. Within 30 days of its discovery or if any such consent, approval, authorization or order is requiredits receipt of notice of breach, the Master Servicer has obtained the sameshall cure such breach in all material respects.
Appears in 1 contract
Samples: Servicing Agreement (Union Planters Mortgage Finance Corp)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Mastr Pass Thru Ser 2003-5)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsing and Urban Xxxxx Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Certs Ser 2003-4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorTrustee, for the benefit of each of the Trustee, the Trustee Certificateholders, the Certificate Insurer and the Custodian, Depositor that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ ' rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof,
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date. It is understood and agreed that the representations, authorization or order is requiredwarranties and covenants set forth in this Section 2.5 shall inure to the benefit of the Trustee, the Master Servicer has obtained Depositor, the sameCertificate Insurer and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage Securities Inc. Mortgage Loan Trust 2004-5)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Trustee, and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pas THR Certs Ser 2003 4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents represents, warrants and warrants covenants to the DepositorServicers, the Trustee Depositor and the CustodianTrustee, for the benefit of each of the Trustee, the Certificate Insurer and the Certificateholders, that as of the Closing Date, Date or if so specified herein, as of the Cut-off Datesuch date specifically provided herein:
(ai) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer;
(bii) The Master Servicer has the full power and authority to master service each Mortgage Loan, conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate the consummate, all transactions contemplated by this Agreement and Agreement. The Master Servicer has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with its terms, terms except that (i) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other reorganization or similar laws relating to affecting the enforcement of creditors’ rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.equity;
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans consummation by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementherein 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 (iA) result in a material breach of any term or provision of the articles of incorporation or charter and by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 material indenture or other material 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 it, which breach or violation may materially impair and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform or meet any of its obligations under this Agreement.Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(div) The Master Servicer does not believe, nor does it have any reason or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac cause to believe, that it cannot perform each and is a mortgagee approved every covenant made by the Secretary of Housing it and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.contained in this Agreement;
(ev) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms thereof.hereof;
(fvi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement;
(vii) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated therebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approvalthat have been obtained prior to the Closing Date; and
(viii) There are no affiliations, authorization relationships or order is required, transactions relating to the Master Servicer has obtained of a type that are described under Item 1119 of Regulation AB with DBNTC, the sameDepositor, the Sponsor, the Servicers, the Credit Risk Manager, the Swap Provider, the Cap Counterparty, the Certificate Insurer or the Trustee. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 shall survive the resignation or termination of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Depositor, the Certificate Insurer and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Sl2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association corporation and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Secrexxxx xf Xxusinx xxx Xrban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Certs Ser 2003-6)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Class 1-A-3 Insurer, the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Securitization Trust 2005-2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Secrexxxx xf Xxusinx xxx Xrban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Mort Ps THR Certs Ser 2003-3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee each Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Adj Rate Mort Tr 2004 3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Alternative Loan Trust 2007-Hf1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing ox Xxxxixx and Urban Development Xxxxx Xevelopment pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-9)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Custodian and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsing and Urban Xxxxx Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending orpending, or to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2004-4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the DepositorIssuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, and, with respect to the Mortgage Loans in Group I, the Trustee and the CustodianEnhancer, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The the Master Servicer is a bank duly organized as a national banking association and is validly existing and in good standing under the laws of the United States State of America Indiana, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, own its assets and to transact the business in which it is currently engaged. The Master Servicer (including, where appropriate, through its subsidiaries), is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Master Servicer;
(b) the Master Servicer has full power and authority to make, execute, deliver and perform, perform this Agreement and to enter into and consummate all of the transactions contemplated by this Agreement hereunder (including, where appropriate, through its subsidiaries), and has duly authorized by taken all necessary corporate action on the part of the Master Servicer to authorize the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.;
(c) The the Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained or filed, as the case may be;
(d) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the articles or bylaws of the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in constitute a material breach of any term mortgage, indenture, contract or provision of the articles of incorporation or by-laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.and
(e) No litigation Except as disclosed in the Prospectus Supplement, no Proceeding of or before any court, tribunal or governmental body is currently pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability any of its properties or with respect to this Agreement or the ability Securities that in the opinion of the Master Servicer to master service has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The foregoing representations and warranties shall survive the transfer of the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge Trust and any termination of the Master Servicer, order Servicer hereunder. Upon discovery of a breach of any court representation or governmental agency warranty that materially and adversely affects the interests of the Securityholder or, with respect to the Mortgage Loans in Group I and so long as the Policy is in effect or body is required for amounts are owed to the executionEnhancer under the Insurance Agreement, delivery and performance by the Master Servicer ofEnhancer, or compliance by the Master Servicer with, this Agreement party discovering such breach or the consummation Enhancer shall give prompt written notice to the other parties hereto. Within 90 days of its discovery or its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the transactions contemplated therebyIndenture Trustee and, with respect to the Mortgage Loans in Group I and so long as the Policy is in effect or if any amounts are owed to the Enhancer under the Insurance Agreement, the Enhancer, such consent, approval, authorization or order is requiredlonger period specified in such consents, the Master Servicer has obtained the sameshall cure such breach in all material respects.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Mort Pass THR Certs Ser 2003-12)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Ps THR Certs 2004-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the DepositorTrust and the Trustee on behalf of the Certificateholders and to each Servicer, the Trustee Depositor and the Custodian, NIMS Insurer as of the Closing Date, or if so specified herein, as of the Cut-off Datefollows:
(ai) The Master Servicer is duly organized as a national banking association duly organized and is validly existing and in good standing under the laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in each of the states where a Mortgaged Property securing a Mortgage Loan is located if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Master Servicer. The Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law has power and authority to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement; ) by the Master Servicer and this the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legalevidences the valid, valid binding and binding enforceable obligation of the Master Servicer, enforceable against subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and .
(ii) No consent, approval, authorization or order is required for the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Master Servicer or, if required, such consent, approval, authorization or order has been or will, prior to the discretion of the court before which any proceeding therefor may Closing Date, be broughtobtained.
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof Agreement are in the ordinary course of business of the Master Servicer and will not (i) result in a material the breach of any term or provision of the articles of incorporation charter or by-laws of the Master Servicer, (ii) materially conflict with, Servicer or result in a material breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a material default the acceleration of any obligation under, the terms of any other material agreement, indenture or loan or credit agreement or other instrument to which the Master Servicer or its property is a party or by which it may be boundsubject, or (iii) constitute a material result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer its property 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreementsubject.
(div) The Master Servicer There is no action, suit, proceeding or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is investigation pending or, to the best knowledge of the Master Servicer, threatened against the Master Servicer that which, either individually or in the aggregate, would materially and adversely affect result in any material adverse change in the executionbusiness, delivery operations, financial condition, properties or enforceability assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or which would materially impair the ability of the Master Servicer to master service perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.06 shall survive delivery of the respective Mortgage Loans Files to the Trustee or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, Custodian on the Trustee's behalf and shall inure to the knowledge benefit of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the sameCertificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC 2006-He1 Trust)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-Cut off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Incmastr Asset Sec Tr 2003 7)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the DepositorTrust and the Trustee on behalf of the Certificateholders and to the Servicer, the Trustee Depositor and the Custodian, NIMS Insurer as of the Closing Date, or if so specified herein, as of the Cut-off Datefollows:
(ai) The Master Servicer is duly organized as a national banking association duly organized and is validly existing and in good standing under the laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is duly authorized licensed, qualified and qualified in good standing in each of the states where a Mortgaged Property securing a Mortgage Loan is located if the laws of such state require licensing or qualification in order to transact any and all conduct business contemplated by this Agreement to be of the type conducted by the Master Servicer. The Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law has power and authority to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement; ) by the Master Servicer and this the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legalevidences the valid, valid binding and binding enforceable obligation of the Master Servicer, enforceable against subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and .
(ii) No consent, approval, authorization or order is required for the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Master Servicer or, if required, such consent, approval, authorization or order has been or will, prior to the discretion of the court before which any proceeding therefor may Closing Date, be broughtobtained.
(ciii) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof Agreement are in the ordinary course of business of the Master Servicer and will not (i) result in a material the breach of any term or provision of the articles of incorporation charter or by-laws of the Master Servicer, (ii) materially conflict with, Servicer or result in a material breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a material default the acceleration of any obligation under, the terms of any other material agreement, indenture or loan or credit agreement or other instrument to which the Master Servicer or its property is a party or by which it may be boundsubject, or (iii) constitute a material result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer its property 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreementsubject.
(div) The Master Servicer There is no action, suit, proceeding or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is investigation pending or, to the best knowledge of the Master Servicer, threatened against the Master Servicer that which, either individually or in the aggregate, would materially and adversely affect result in any material adverse change in the executionbusiness, delivery operations, financial condition, properties or enforceability assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or which would materially impair the ability of the Master Servicer to master service perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.06 shall survive delivery of the respective Mortgage Loans Files to the Trustee or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, Custodian on the Trustee's behalf and shall inure to the knowledge benefit of the Master Servicer, order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the sameCertificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC 2007-Wmc1 Trust)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee Depositor and the CustodianTrustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAmerica.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (ia) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Master Servicer and will not (iA) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Master Servicer, Servicer or (iiB) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iiiC) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s 's ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac and is a mortgagee approved by the Secretary of Housing xx Xxxsxxx and Urban Xxxxx Development pursuant to Sections sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital Inc Trust 2002-Wl1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the each Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
(a) The Master Servicer is duly organized as a national banking association and is 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 in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(b) The Master Servicer has the full power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Master Servicer, and the master servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Master Servicer, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material 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 (iii) constitute a material violation of 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 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 having jurisdiction over it which breach or violation may materially impair the Master Servicer’s ability to perform or meet any of its obligations under this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or, to the knowledge of the Master Servicer, or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pas THR Certs Se 2003 9)
