Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein: (i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole; (iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof; (vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and (viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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-Sl3)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a limited partnership under the laws of the United States State of America Missouri, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents or constitute a default (Bor an event which, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order or regulation applicable to the Master Servicer of any courtwhich default, regulatory body, administrative agency or governmental body having jurisdiction over in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) affect either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;(and its general partner on its behalf ) has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer before any court, administrative or other tribunal (A) that might which would prohibit its the Master Servicer from entering into this AgreementAgreement or, (B) seeking in the Master Servicer's good faith and reasonable judgment, is likely to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) No consent, approval, authorization Each officer or order employee of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer ofor its general partner 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, its general partner or compliance by any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(b) The representations and warranties of the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.06(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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, and without regard to the Certificateholdersreferences to general partner if such successor is not a partnership.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and;
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with the Depositor, the Sponsor, the Servicer, the TrusteeCredit Risk Manager, Chapel Mortgage Corporation the Cap Counterparty, the Swap Provider, the Trustee or American Home Mortgage Corp. Fremont Investment & Loan. 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-Fm2)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formed, [_______] validly existing and in good standing under the laws of [_______], and the United States Master Servicer is in compliance with the laws of America each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and is duly authorized and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's 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 which is applicable to it or any of its assets.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, receivership, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' (including bank creditors') rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer that would from entering into this Agreement or materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 under 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 Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.24(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.24(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.24(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 (CWCapital Commercial Funding Corp.)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerIndenture Trustee, the Depositor Note Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Class C Noteholders as of the Closing Date or as of such date specifically provided hereinthat:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, and each Sub-Servicer is, in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer and each Sub-servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) 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
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading.
(g) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(h) The collection practices used by the Master Servicer with respect to the terms hereof Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(i) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Aj) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable each existing Sub-Servicing Agreement and each designated Sub-servicer are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Sub-Servicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Sub-servicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 4.3. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit of the Indenture Trustee, the Depositor and the Certificateholders.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Mortgage Loan Trust 1998-4c)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Certificateholders as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mortgage Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerIndenture Trustee, the Depositor Sponsor, the Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Class A Noteholders as of the Closing Date or as of such date specifically provided hereinthat:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material 32 41 contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) 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 might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplatedcontemplated by this Agreement and the other Operative Documents on the part of the Master Servicer and the performance by 33 42 the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(g) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(h) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the fulfillment Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or compliance omit to state a material fact required to be stated therein or necessary to make the statement contained therein with respect to the terms hereof Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(i) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(j) The collection practices used by the Master Servicer with respect to the Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Al) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master each existing Sub-Servicing Agreement and each designated Sub-Servicer is a party or by which it may be bound, or any statute, order or regulation applicable are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Sub-Servicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Sub-Servicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 4.1. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit Indenture Trustee. Upon discovery by the Master Servicer, the Sponsor, the Insurer or the Indenture Trustee of a breach of any of the Trusteerepresentations and warranties set forth in this Section 3.2 which materially and adversely affects the interests of the Class A Noteholders or of the Insurer, the Depositor and the Certificateholders.party discovering such breach shall give prompt written
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's 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 which it is a party or which is applicable to it or any of its assets, which default, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or, any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior to the Closing Date; andand those filings and registrations that previously have been completed.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mort Pass Through Cert Ser 2002-2)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, 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 Master Servicer;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, Servicer's execution and delivery by 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 parties heretomaterial instrument to which it is a party or which is applicable to it or any of its assets, constitutes a legalwhich default or breach, valid and binding obligation in the reasonable judgment of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument is likely to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 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 reasonable judgment of the Master Servicer that would Servicer, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer, the outcome of which, in the Master Servicer's reasonable judgement, would prohibit the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or that, in the Master Servicer's reasonable judgment, could reasonably be expected to materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by SECTION 3.07(D).
(viii) No consent, approval, authorization 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior to and except where the Closing Date; and
(viii) There are no affiliations between lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in to perform its obligations under 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 CertificateholdersAgreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Original Closing Date or as of such date specifically provided hereinand the Sequel Closing Dates unless otherwise stated below, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a limited liability company 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;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents or constitute a default (Bor an event which, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order or regulation applicable to the Master Servicer of any courtwhich default, regulatory body, administrative agency or governmental body having jurisdiction over in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) affect either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer before any court, administrative or other tribunal (A) that might which would prohibit its the Master Servicer from entering into this AgreementAgreement or, (B) seeking in the Master Servicer's good faith and reasonable judgment, is likely to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) No consent, approval, authorization Each officer or order 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 withor, this Agreement any of its officers or employees that is involved in the consummation by it servicing or administration of the transactions contemplated by this Agreement, except for Mortgage Loans has been refused such consents, approvals, authorizations coverage or orders, if any, that have been obtained prior to the Closing Date; andinsurance.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.06(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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 the Certificateholderswarranty 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 1 contract
Samples: Pooling and Servicing Agreement (Banc of Amercia Com Mort Pas Thru Cer Series 2000-2)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, 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 Master Servicer;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, Servicer's execution and delivery by 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 parties heretomaterial instrument to which it is a party or which is applicable to it or any of its assets, constitutes a legalwhich default or breach, valid and binding obligation in the reasonable judgment of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument is likely to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 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 reasonable judgment of the Master Servicer that would Servicer, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer, the outcome of which, in the Master Servicer's reasonable judgement, would prohibit the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or that, in the Master Servicer's reasonable judgment, could reasonably be expected to materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d).
(viii) No consent, approval, authorization 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior to and except where the Closing Date; and
(viii) There are no affiliations between lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in to perform its obligations under 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 CertificateholdersAgreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerTrustee, the Depositor Certificate Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Owners as of the Closing Date or as of such date specifically provided hereinStartup Day that:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, and each Sub-Servicer is, in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer and each Sub-servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) 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 might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(i) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer with respect to the terms hereof Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Al) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable each existing Sub-Servicing Agreement and each designated Sub-servicer are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Sub-Servicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Sub-servicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 8.3. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit Trustee. Upon discovery by any of the TrusteeOriginators, the Depositor Master Servicer, the Sponsor, any Sub-Servicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 which materially and adversely affects the Certificateholdersinterests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-3)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or, any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and Trustee, the Certificateholders, the Certificate Insurer and the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;,
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2.05 shall inure to the benefit of the Trustee, the Depositor Depositor, the Certificate Insurer and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerTrustee, the Depositor Sponsor, the Certificate Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Owners as of the Closing Date or as of such date specifically provided hereinDay that:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, and each Sub-Servicer is, in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer and each Sub-Servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) The Master Servicer is not in default with respect to any material agreement, any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(i) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer with respect to the terms hereof Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Al) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master each existing Sub-Servicing Agreement and each designated Sub-Servicer is a party or by which it may be bound, or any statute, order or regulation applicable are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Sub-Servicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Sub-Servicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 8.3. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit Trustee. Upon discovery by any of the TrusteeOriginator, the Depositor Master Servicer, the Sponsor, any Sub-Servicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 which materially and adversely affects the Certificateholdersinterests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee or the Certificate Insurer pursuant to Section 8.20 hereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1996-A)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Trustee, the Servicer, the Depositor Certificate Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Owners as of the Closing Date or as of such date specifically provided hereinStartup Day that:
(ia) The Master Servicer is a national banking association duly formedorganized, 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;
(ii) America. The Master Servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated discharge its obligations under this Agreement and the other Operative Documents to which it is a party.
(b) The execution and delivery of this Agreement by this Agreement. The the Master Servicer has and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary action on the executionpart of the Master Servicer and will not violate the Master Servicer's articles of association or bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof and thereof, except as the enforceability enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) The execution 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 might have consequences that would materially and delivery adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the other Operative Documents to which the Master Servicer is a party.
(e) No action, suit, proceeding or investigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which, individually or in the aggregate, might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or the Master Servicer's performance hereunder or under the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or written report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Prospectus Supplement which describe the Master Servicer are true and correct in all material respects, and such statements do not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading.
(h) To the best knowledge of the Master Servicer, the consummation by no circumstances exist which would prohibit the Master Servicer of any other of the from performing its obligations under this Agreement.
(i) The transactions herein contemplated, and the fulfillment of or compliance with the terms hereof contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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 (First Alliance Mortgage Loan Trust 1998-4)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing 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;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power Servicer's execution and authority to conduct its business as presently conducted by it delivery of, performance under and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of compliance with this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of will not violate the Master Servicer's organizational documents or constitute a default (or an event which, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcynotice or lapse of time, insolvencyor both, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iiiwould constitute a default) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which it may be is bound, which default or any statutebreach, order or regulation applicable to in the Master Servicer reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer , is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full corporate power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) 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 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement.
(vii) No litigation is pending or, to the Closing Date; andbest of the Master Servicer's knowledge, threatened against the Master Servicer the outcome of which, in the Master Servicer's reasonable judgment, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.
(viii) There are no affiliations between The Master Servicer has errors and omissions insurance in the Serviceramounts and with the coverage required by Section 3.07(d).
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood requirements of Section 3.22(a) in all material respects.
(b) The representations and agreed that warranties of the representations, warranties and covenants Master Servicer set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Any successor 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 Certificateholdersrepresentation 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 (Credit Suisse Commercial Mortgage Trust Series 2006-C3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerServicers, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;,
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2005-Sl1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and;
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with the Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Cap Counterparty, the Swap Provider or the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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-Op2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerIndenture Trustee, the Depositor Sponsor, the Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Class A Noteholders as of the Closing Date or as of such date specifically provided hereinthat:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this 29 38 Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer is not in default with respect to any order or decree of any other of the transactions herein contemplatedcourt or any order, and the fulfillment of regulation or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach demand of any term federal, state, municipal or provision of governmental agency, which might have consequences that would materially and adversely affect the charter and by-laws condition (financial or other) or operations of the Master Servicer or (B) conflict with, result in a breach, violation its properties or acceleration of, or result in a default under, might have consequences that would materially and adversely affect its performance hereunder and under the terms of any other material agreement or instrument Operative Documents to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;party.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(ve) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement otherwise) or the ability operations of the Master Servicer to perform any of or its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions properties or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) might have consequences 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 would materially and adversely affect its performance hereunder and under the performance other Operative Documents to which the Master Servicer is a party.
(f) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Master Servicer of its obligations underthe Operative Documents to which it is a party, or validity or enforceability of, this Agreement;
(vii) No consent, approval, authorization 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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.time within which any appeal therefrom may
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1998-A)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and;
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with DBNTC, the Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Cap Counterparty, the Swap Provider, the Trustee, Chapel Aegis Mortgage Corporation Corporation, Encore Credit Corp. or American Home Mortgage Corp. First NLC Financial Services, LLC. 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-He3)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersXX Xxxx Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized under the laws of the United States States, and the Master Servicer is in compliance with the laws of America each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and is duly authorized and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's 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 which is applicable to it or any of its assets.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, receivership, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' (including bank creditors') rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer that would from entering into this Agreement or materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 under 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 Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association __________________________, duly formed, validly existing and in good standing organized 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;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from 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 ability of the Master Servicer of to perform its obligations under, or validity or enforceability of, under this Agreement;.
(vii) No Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (Structured Asset Securities Corp Ii)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Certificateholders as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a [national banking association under the laws of the United States of America America], and the Master Servicer is duly authorized in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar conservatorship, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over itauthority, which materially and adversely affects orviolation, to in the Master Servicer’s knowledgegood faith and reasonable judgment, would in the future is likely to affect materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized under the laws of the United States of America America, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from 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 ability of the Master Servicer of to perform its obligations under, or validity or enforceability of, under this Agreement;.
(vii) No Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerOcwen, GMAC, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and the Servicerof a type that are described under Item 1119 of Regulation AB with DBNTC, the Depositor, the Sponsor, the Servicers, the Credit Risk Manager, the Swap Provider or the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2007-He4)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and Trustee, the Certificateholders, the Certificate Insurer and the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;,
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2.5 shall inure to the benefit of the Trustee, the Depositor Depositor, the Certificate Insurer and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and;
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with the Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Swap Provider or the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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-Fm1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, Trustee for their own benefit and for the benefit of each the Holders of the Trustee Certificates and the CertificateholdersClass A-F5 Insurer that, that as of the Closing Date or as of such date specifically provided hereinDate:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of the United States of America as a national banking association, and is duly authorized and qualified to transact any do business, and all is in good standing in each jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by the Master Servicer;so qualified.
(ii) The execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by terms of this Agreement. The Master Servicer has Agreement have been duly authorized by all necessary corporate action on the execution, delivery and performance part of this Agreement, has duly executed and delivered this Agreement, and this the Master Servicer.
(iii) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiiiv) The execution Master Servicer is not in violation of, and the execution, delivery and performance of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its compliance with the terms hereof are in will not constitute a violation with respect to, any existing law or regulation or any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation would materially and adversely affect the ordinary course of business condition (financial or other) or operations of the Master Servicer or its properties or the Mortgage Loans or would materially and adversely affect its performance hereunder. The execution, delivery and performance of this Agreement by the Master Servicer and its compliance with the terms hereof will not (A) in any material respect conflict with, result in a any breach of any term or provision of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the charter and documents or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofServicer, or result in a default underany material indenture, the terms agreement, mortgage, deed of any trust or other material agreement or instrument to which the Master Servicer is a party or by which it may be is bound, or result in the creation or imposition of any statute, order lien or regulation applicable encumbrance upon any of its material properties pursuant to the Master Servicer terms of any courtsuch indenture, regulatory bodyagreement, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party tomortgage, bound by, or in breach or violation deed of any indenture trust or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;.
(v) No litigation is litigation, actions, proceedings or investigations are pending or, to the best of the Master Servicer’s knowledge threatened, against the Master Servicer which would have consequences that would prohibit its entering into this Agreement or that would materially and adversely affect the executioncondition (financial or otherwise) or operations of the Master Servicer or its properties or would materially and adversely affect its performance hereunder, delivery or the validity or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions or proceedings againstAgreement, 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 any of the transactions contemplated by this Agreement Agreement.
(vi) No certificate of an officer, statement furnished in writing or (C) that might prohibit report delivered or materially and adversely affect to be delivered pursuant to the performance terms hereof by the Master Servicer contains or will contain any untrue statement of its obligations undera material fact or omits or will omit to state any material fact necessary to make the certificate, statement or validity report, in light of the circumstances under which it was or enforceability ofwill be made, this Agreement;not misleading.
(vii) No consent, approval, authorization authorization, license or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, and orders (if any, that ) as have been obtained prior to the Closing Date; andobtained.
(viii) There are The Master Servicer, or an Affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans, is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, an FHA Approved Mortgagee and VA-approved lender, and no affiliations between event has occurred, including, but not limited to, a change in insurance coverage, which would make the Master Servicer unable to comply with Xxxxxx Mae, Xxxxxxx Mac FHA or VA eligibility requirements or which would require notification to any of Xxxxxx Mae, Xxxxxxx Mac, FHA or VA.
(ix) The Master Servicer has obtained an errors and omissions insurance policy and a fidelity bond, each of which is in full force and effect, and each of which provides at least such coverage as is required hereunder. Within 90 days of the Servicerearlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 shall survive which materially and adversely affects the resignation or termination interests of the parties hereto and Certificateholders or the termination of this Agreement and shall inure to the benefit of the TrusteeClass A-F5 Insurer in any Mortgage Loan, the Depositor and the CertificateholdersMaster Servicer shall cure such breach in all material respects.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bayview Financial Mortage Pass-Through Trust 2005-D)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinother parties hereto that:
(ia) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(iib) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iiic) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (Ai) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (Bii) conflict with, result in a material breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (xA) the ability of the Master Servicer to perform its obligations under this Agreement or (yB) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(ivd) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(ve) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vif) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (Ai) that might prohibit its entering into this Agreement, (Bii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (Ciii) 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
(viig) No consent, approval, authorization 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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 (People's Financial Realty Mortgage Securities 2006-1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified in compliance with the laws of each State in which any related Mortgaged Property is located to transact any and all business contemplated by the extent necessary to perform its obligations under this Agreement Agreement, except where the failure to be conducted by so qualify or comply would not adversely affect the Master Servicer;’s ability to perform its obligations hereunder in accordance with the terms of this 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 its obligations under this Agreement.
(iii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions involving the Master Servicer contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and by 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 (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
(iiiv) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a party toviolation of, bound byany law, any order or decree of any court or arbiter, or in breach any order, regulation or violation demand of any indenture federal, state or other agreement local governmental 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 itauthority, which materially and adversely affects orviolation, to in the Master Servicer’s knowledgegood faith and reasonable judgment, would in the future is likely to affect materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;.
(vi) 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, license, authorization 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, licenses, authorizations or orders, if any, orders that previously have been obtained prior or where the lack of such consent, approval, license, authorization or order 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 Closing Date; andextent 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) There are no affiliations between The Master Servicer has errors and omissions insurance in the Servicer, amounts and with the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood coverage to the extent required by Section 3.07(e).
(b) The representations and agreed that warranties of the representations, warranties and covenants Master Servicer set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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 Certificateholdersrepresentation 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 (WFRBS Commercial Mortgage Trust 2013-C17)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersCompanion Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's 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 which it is a party or which is applicable to it or any of its assets, which default, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the 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 or, any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andLoans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Commercial Mortgage Pass Through Certificates Series 2003-1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America California, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power Servicer's execution and authority to conduct its business as presently conducted by it delivery of, performance under and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of compliance with this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of will not violate the Master Servicer's organizational documents or constitute a default (or an event which, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcynotice or lapse of time, insolvencyor both, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iiiwould constitute a default) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which it may be is bound, which default or any statutebreach, order or regulation applicable to in the Master Servicer reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer , is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full corporate power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) 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 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement.
(vii) No litigation is pending or, to the Closing Date; andbest of the Master Servicer's knowledge, threatened against the Master Servicer the outcome of which, in the Master Servicer's reasonable judgment, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer's reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.
(viii) There are no affiliations between The Master Servicer has errors and omissions insurance in the Serviceramounts and with the coverage required by Section 3.07(d).
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood requirements of Section 3.22(a) in all material respects.
(b) The representations and agreed that warranties of the representations, warranties and covenants Master Servicer set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Any successor 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 Certificateholdersrepresentation 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 (Credit Suisse First Boston Mortgage Securities Corp)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerTrustee, the Depositor Certificate Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Owners as of the Closing Date or as of such date specifically provided hereinStartup Day that:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America California, is, and each Subservicer is, in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer and each Subservicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated discharge its obligations under this Agreement and the other Operative Documents to which it is a party.
(b) The execution and delivery of this Agreement by this Agreement. The the Master Servicer has and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) 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 might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(h) The Master Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Master Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(i) 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 (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer with respect to the terms hereof Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Al) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Subservicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Subservicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 8.5. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit Trustee. Upon discovery by the Master Servicer, the Sponsor, any Subservicer, the Certificate Insurer or the Trustee of a breach of any of the Trusteerepresentations and warranties set forth in this Section 3.2 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the Depositor and party discovering such breach shall give prompt written notice to the Certificateholdersother parties. Within 30 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee at the direction of the Certificate Insurer or otherwise pursuant to Section 8.22 hereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Accredited Home Lenders Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a corporation under the laws of the United States State of America California, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in material compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents or constitute a default (Bor an event which, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order or regulation applicable to the Master Servicer of any courtwhich default, regulatory body, administrative agency or governmental body having jurisdiction over in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) affect either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer before any courtthe outcome of which, administrative or other tribunal (A) that might in the Master Servicer's good faith and reasonable judgement, would prohibit its the Master Servicer from entering into this AgreementAgreement or, (B) seeking in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) The Master Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d).
(viii) No consent, approval, authorization 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 by it of the transactions contemplated by this Agreementherein, except expect for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior and where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to the Closing Date; andperform its obligations under this Agreement.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.06(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) The Master Servicer covenants that by August 31, 1999, any custom-made software or hardware designed, purchased or licensed by the Master Servicer and used by the Master Servicer in the performance of its duties under, or the compiling, reporting or generation of data required by, this Agreement, will not contain any deficiency (i) in the ability of such software or hardware to identify correctly or perform calculations or other processing with respect to dates after August 31, 1999 or (ii) that would cause such software or hardware to be fit no longer for the purpose for which it was intended by reason of the changing of the date from 1999 to 2000.
(d) Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.06(a) and the Certificateholderscovenant in Section 2.06(c) 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 1 contract
Samples: Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Com Mor Pas THR Cer Se 1999-C1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized 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;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer does not believeServicer, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending enforceable 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions or proceedings against, or investigations known subject to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreementapplicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (Bincluding bank creditors') 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 underrights generally, or validity or enforceability of, this Agreement;
(vii) No consent, approval, authorization 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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 (LB-UBS Commercial Mortgage Trust 2004-C6)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerServicers, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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-Sl1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Certificateholders as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing under as a [_____________________], and the Master Servicer is in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the United States extent necessary to perform its obligations under this Agreement.
(ii) The execution and delivery 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;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar conservatorship, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over itauthority, which materially and adversely affects orviolation, to in the Master Servicer’s knowledgegood faith and reasonable judgment, would in the future is likely to affect materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersCompanion Loan Holder(s), that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Serviced 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Serviced Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andServiced Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mortgage Inc. Series 2006-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with the Custodian, the Depositor, the Sponsor, the Servicer, the TrusteeCredit Risk Manager, Chapel Mortgage Corporation or the Swap Provider, American Home Mortgage Corp. Corp., the Class A 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 and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersUBS Warburg Building Companion Loan Noteholder, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized under the laws of the United States States, and the Master Servicer is in compliance with the laws of America each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and is duly authorized and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer's 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 which is applicable to it or any of its assets.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, receivership, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' (including bank creditors') rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and this Agreement will not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer that would from entering into this Agreement or materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 under 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 Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (Structured Asset Securities Corp)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersCompanion Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the 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 or, any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andLoans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mort. Pass Thr. Certs SER 2004-3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, Trustee for their own benefit and for the benefit of each the Holders of the Trustee Certificates and the CertificateholdersClass 1-A5 Insurer that, that as of the Closing Date or as of such date specifically provided hereinDate:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing under the laws of the United States of America as a national banking association, and is duly authorized and qualified to transact any do business, and all is in good standing in each jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by the Master Servicer;so qualified.
(ii) The execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by terms of this Agreement. The Master Servicer has Agreement have been duly authorized by all necessary corporate action on the execution, delivery and performance part of this Agreement, has duly executed and delivered this Agreement, and this the Master Servicer.
(iii) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiiiv) The execution Master Servicer is not in violation of, and the execution, delivery and performance of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its compliance with the terms hereof are in will not constitute a violation with respect to, any existing law or regulation or any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation would materially and adversely affect the ordinary course of business condition (financial or other) or operations of the Master Servicer or its properties or the Mortgage Loans or would materially and adversely affect its performance hereunder. The execution, delivery and performance of this Agreement by the Master Servicer and its compliance with the terms hereof will not (A) in any material respect conflict with, result in a any breach of any term or provision of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the charter and documents or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofServicer, or result in a default underany material indenture, the terms agreement, mortgage, deed of any trust or other material agreement or instrument to which the Master Servicer is a party or by which it may be is bound, or result in the creation or imposition of any statute, order lien or regulation applicable encumbrance upon any of its material properties pursuant to the Master Servicer terms of any courtsuch indenture, regulatory bodyagreement, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party tomortgage, bound by, or in breach or violation deed of any indenture trust or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;.
(v) No litigation is litigation, actions, proceedings or investigations are pending or, to the best of the Master Servicer’s knowledge threatened, against the Master Servicer which would have consequences that would prohibit its entering into this Agreement or that would materially and adversely affect the executioncondition (financial or otherwise) or operations of the Master Servicer or its properties or would materially and adversely affect its performance hereunder, delivery or the validity or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions or proceedings againstAgreement, 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 any of the transactions contemplated by this Agreement Agreement.
(vi) No certificate of an officer, statement furnished in writing or (C) that might prohibit report delivered or materially and adversely affect to be delivered pursuant to the performance terms hereof by the Master Servicer contains or will contain any untrue statement of its obligations undera material fact or omits or will omit to state any material fact necessary to make the certificate, statement or validity report, in light of the circumstances under which it was or enforceability ofwill be made, this Agreement;not misleading.
(vii) No consent, approval, authorization authorization, license or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, and orders (if any, that ) as have been obtained prior to the Closing Date; andobtained.
(viii) There are The Master Servicer, or an Affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans, is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, an FHA Approved Mortgagee and VA-approved lender, and no affiliations between event has occurred, including, but not limited to, a change in insurance coverage, which would make the Master Servicer unable to comply with Xxxxxx Mae, Xxxxxxx Mac FHA or VA eligibility requirements or which would require notification to any of Xxxxxx Mae, Xxxxxxx Mac, FHA or VA.
(ix) The Master Servicer has obtained an errors and omissions insurance policy and a fidelity bond, each of which is in full force and effect, and each of which provides at least such coverage as is required hereunder. Within 90 days of the Servicerearlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 shall survive which materially and adversely affects the resignation or termination interests of the parties hereto and Certificateholders or the termination of this Agreement and shall inure to the benefit of the TrusteeClass 1-A5 Insurer in any Mortgage Loan, the Depositor and the CertificateholdersMaster Servicer shall cure such breach in all material respects.
Appears in 1 contract
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersCompanion Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andLoans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mortgage Inc., Series 2005-1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerTrustee, the Depositor Certificate Insurer and the Trustee, for the benefit of each of the Trustee and the Certificateholders, Owners that as of the Closing Date or as of such date specifically provided hereinStartup Day:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, and each Sub-Servicer is, in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary, except where to transact any and all business contemplated by this Agreement failure to be conducted by so qualify would not have a material adverse effect on the Master Servicer;
(ii) , the Sub-Servicer, if applicable, the Owners, the Trust or the Certificate Insurer. The Master Servicer and each Sub-Servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The [Either the Master Servicer or a Sub-Servicer is designated as an approved seller-servicer by FNMA for first and second mortgage loans and has combined equity and subordinated debt of at least $1,500,000, as determined in accordance with generally accepted accounting principles.]
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not (i) violate the Master Servicer's Certificate of Incorporation or Bylaws (ii) constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or (iii) violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties, except where the failure to so comply would not have a material adverse effect on the Master Servicer, the Owners, the Trust or the Certificate Insurer.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof and thereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) The execution 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 might have consequences that would materially and delivery adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending with respect to which the Master Servicer has received service of process or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which the Master Servicer is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Document or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer, in light of the circumstances under which they were made, not misleading.
(h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained to or by the Master Servicer, as the consummation case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer and each Sub-Servicer with respect to the terms hereof Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FNMA guidelines.
(k) The Transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.02 shall survive the resignation or termination delivery of the parties hereto and Mortgage Loans to the termination Trustee. Upon discovery by any of the Depositor, the Seller, the Master Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this Agreement paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall inure give prompt written notice to the benefit other parties. Within 60 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if any party can establish to the reasonable satisfaction of the TrusteeCertificate Insurer that it is diligently pursuing remedial action, then the Depositor and cure period may be extended with the Certificateholderswritten approval of the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the ServicerDepositor, the Depositor Trust Administrator and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinthat:
(i) The Master Servicer it is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America as a national banking association, and is duly authorized as Master Servicer has full power and qualified authority to transact any and all business contemplated by this Agreement and to be conducted execute, deliver and comply with its obligations under the terms of this Agreement, the 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt. execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer;
(ii) The the execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power terms of this Agreement will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) 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 contract, agreement or other instrument to which the Master Servicer is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially and authority adversely affect the Master Servicer’s ability to conduct perform its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by obligations under this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of ;
(iii) this Agreement, has duly executed and delivered this Agreement, and this AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof such enforcement may be limited by bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally in general, and by general equity principles (regardless of equitywhether such enforcement is considered in a proceeding in equity or at law);
(iiiiv) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party not in default with respect to any order or by which it may be bound, decree of any court or any statute, order or regulation applicable of any federal, state, municipal or governmental agency to the Master Servicer of extent that any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; such default would materially and adversely affect its performance hereunder;
(v) the Master Servicer is not a party to, to or bound by, or in breach or violation of by any indenture or other agreement or instrument, instrument or subject to any charter provision, bylaw or in violation of any statuteother corporate restriction or any judgment, order order, writ, injunction, decree, law or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which that may materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the affect its ability of the as Master Servicer to perform its obligations under this Agreement or (y) that requires the business, operations, financial condition, properties or assets consent of any third person to the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability execution of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 underunder this Agreement;
(vi) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or validity or enforceability of, performing its obligations under this Agreement;
(vii) No the Master Servicer, or an affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans, is a Fxxxxx Mae- or FHLMC-approved seller/servicer;
(viii) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, and orders (if any, that ) as have been obtained prior to the Closing Dateobtained; andand 174197 Sequoia Alternative Loan Trust 2006-1 Pooling and Servicing Agmt.
(viiiix) There the consummation of the transactions contemplated by this Agreement are no affiliations between in the ordinary course of business of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. ;
(b) It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 shall survive the resignation execution and delivery of this Agreement. In addition to any indemnity required pursuant to Section 11.22 hereof, the Master Servicer shall indemnify the Depositor, the Trust Administrator and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Section 9.01(e) or any failure by the Master Servicer to identify pursuant to Section 9.01(g) any Subcontractor for the Master Servicer. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Trust Administrator and the Trustee as provided in this Section constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Trust Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the parties hereto Master Servicer as Master Servicer hereunder, and the any termination of this Agreement Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section shall inure accrue upon discovery of such breach by either the Depositor, the Master Servicer or the Trustee or notice thereof by any one of such parties to the benefit of the Trustee, the Depositor and the Certificateholdersother parties.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a limited partnership 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;Servicer is in material compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents or constitute a default (Bor an event which, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order or regulation applicable to the Master Servicer of any courtwhich default, regulatory body, administrative agency or governmental body having jurisdiction over in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) affect either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;(and its general partner on its behalf) has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer before any court, administrative or other tribunal (A) that might which would prohibit its the Master Servicer from entering into this AgreementAgreement or, (B) seeking in the Master Servicer's good faith and reasonable judgment, is likely to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer or its general partner 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, its general partner or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(viii) No consent, approval, authorization 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 by it of the transactions contemplated by this Agreementherein, except expect for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior obtained.
(ix) The Master Servicer is currently modifying its computer systems and expects that, by July 31, 1999, it will be "Year 2000 Ready" to a degree that its operations and ability to perform its obligations under this Agreement will not be materially and adversely affected by the occurrence of calendar year 2000. The Master Servicer is also assessing whether its key vendors and subcontractors will be "Year 2000 Ready".
(x) The Master Servicer has examined each of the Sub-Servicing Agreements that will be in effect on the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub- Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiixi) There are no affiliations between The Master Servicing Fee is reasonable in the light of the obligations and duties of the Master Servicer.
(b) The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.06(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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, and without regard to the Certificateholdersreferences to general partner if such successor is not a partnership.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerTrustee, the Depositor Certificate Insurer and to the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Owners as of the Closing Date or as of such date specifically provided hereinDay that:
(ia) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Delaware, is, and each Sub-Servicer is, in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is duly authorized and qualified to transact any and all business contemplated in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by this Agreement to be conducted by the Master Servicer;
(ii) it make such qualification necessary. The Master Servicer and each Sub-servicer has the full all requisite corporate power and authority to conduct own and operate its properties, to carry out its business as presently conducted by it and as proposed to execute, deliver and perform, be conducted and to enter into and consummate, all transactions contemplated by discharge its obligations under this AgreementAgreement and the other Operative Documents to which it is a party. The Master Servicer has has, on a consolidated basis with its parent, AMHC, equity of at least $5,000,000, as determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the executionpart of the Master Servicer and will not violate the Master Servicer's Articles of Incorporation or Bylaws or constitute a default (or an event which, delivery with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which the Master Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Master Servicer or any of its properties.
(c) This Agreement and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreementthe other Operative Documents to which the Master Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it in accordance with its the terms hereof, except as the enforceability thereof enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;equity (whether considered in a proceeding or action in equity or at law).
(iiid) 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 might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Master Servicer is a party.
(f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Master Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Operative Documents or which are attributed to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Master Servicer not misleading. To the best of the Master Servicer's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Master Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans.
(i) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Master Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any other pending proceedings or appeals (administrative, judicial or otherwise) and either 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, and are adequate to authorize the consummation of the transactions herein contemplated, contemplated by this Agreement and the fulfillment other Operative Documents on the part of or compliance the Master Servicer and the performance by the Master Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer with respect to the terms hereof Mortgage Loans directly serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage loan servicing business.
(k) The transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not Servicer.
(Al) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the The terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable each existing Sub-Servicing Agreement and each designated Sub-servicer are acceptable to the Master Servicer of and any court, regulatory body, administrative agency new Sub-Servicing Agreements or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance Sub-servicers will comply with the terms hereof;
(vi) 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 provisions 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. Section 8.3. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 2.04 3.2 shall survive the resignation or termination delivery of the parties hereto and the termination of this Agreement and shall inure Mortgage Loans to the benefit Trustee. Upon discovery by any of the TrusteeOriginators, the Depositor Master Servicer, the Sponsor, any Sub-Servicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 which materially and adversely affects the Certificateholdersinterests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach, the Master Servicer shall cure such breach in all material respects and, upon the Master Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee pursuant to Section 8.20 hereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-4)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America Ohio, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power Servicer's execution and authority to conduct its business as presently conducted by it delivery of, performance under and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of compliance with this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of will not violate the Master Servicer's organizational documents or constitute a default (or an event which, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcynotice or lapse of time, insolvencyor both, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iiiwould constitute a default) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which it may be is bound, which default or any statutebreach, order or regulation applicable to in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer , is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) 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 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement.
(vii) No litigation is pending or, to the Closing Date; andbest 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 either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.
(viii) There are no affiliations between The Master Servicer has errors and omissions insurance in the Serviceramounts and with the coverage required by Section 3.07(d).
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Mortgage Loans, and each such Sub-Servicing Agreement complies with the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood requirements of Section 3.22(a) in all material respects.
(b) The representations and agreed that warranties of the representations, warranties and covenants Master Servicer set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor party discovering such breach shall give prompt written notice to each of the other parties hereto.
(c) Any successor 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 Certificateholdersrepresentation 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 (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and Trustee, the Certificateholders, MBIA and the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;,
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2.5 shall inure to the benefit of the Trustee, the Depositor Depositor, MBIA and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt a Securities Inc Mort Loan Trust Ser 2003-4xs)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a limited partnership 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;Servicer is in material compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents or constitute a default (Bor an event which, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order or regulation applicable to the Master Servicer of any courtwhich default, regulatory body, administrative agency or governmental body having jurisdiction over in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) affect either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;(and its general partner on its behalf ) has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened against the Master Servicer before any court, administrative or other tribunal (A) that might which would prohibit its the Master Servicer from entering into this AgreementAgreement or, (B) seeking in the Master Servicer's good faith and reasonable judgment, is likely to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect either the performance by ability of the Master Servicer of to perform its obligations under, under this Agreement or validity or enforceability of, this Agreement;the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer or its general partner 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, its general partner or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(viii) No consent, approval, authorization 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 by it of the transactions contemplated by this Agreementherein, except expect for such those consents, approvals, authorizations or orders, if any, orders that previously have been obtained prior obtained.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements that will be in effect on the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiix) There are no affiliations between The Master Servicing Fee is reasonable in light of the obligations and duties of the Master Servicer.
(b) The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.06(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 Depositor 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, and without regard to the Certificateholdersreferences to general partner if such successor is not a partnership.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerOcwen, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and of a type that are described under Item 1119 of Regulation AB with DBNTC, the Depositor, the Sponsor, any Servicer, the Credit Risk Manager, the Trustee, Chapel Mortgage Corporation or American Home Madison Equity LLC, Luxury Mortgage Corp. or the Cap Counterparty. 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-Sd3)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants makes the following representations and covenants warranties to the ServicerDepositor, the Depositor Securities Administrator and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate:
(i) The Master Servicer is a national banking association duly formed[insert form and state of organization] and has all licenses necessary to carry on its business as now being conducted and is licensed, validly existing qualified and in good standing under 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 conduct business of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be type conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement, has duly executed and 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 due authorization, execution and delivery by the other parties hereto, constitutes a legalevidences the valid, valid binding and binding enforceable obligation of the Master Servicer, enforceable against it in accordance with its terms subject to applicable law except as the enforceability thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ the rights generally of creditors and by (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.
(ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Master Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not (A) result in a the breach of any term or provision of the charter and or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation the breach of any term or acceleration provision of, or conflict with or constitute a default under or result in a 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 result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Master Servicer of any courtor its property is subject.
(iv) There is no action, regulatory bodysuit, administrative agency proceeding or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects investigation pending or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability best knowledge of the Master Servicer, threatened against the Master Servicer to perform its obligations under this Agreement which, either individually or (y) in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believeServicer, nor does it have or in any reason material impairment of the right or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending against ability of the Master Servicer that to carry on its business substantially as now conducted or which would materially and adversely affect draw into question the execution, delivery or enforceability 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 perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions or proceedings against, or investigations known to it ofDepositor, 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation Securities Administrator or American Home Mortgage Corp. It is understood the Trustee of a breach of any of the representations and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.03, the party discovering such breach shall survive the resignation or termination of the parties hereto and the termination of this Agreement and shall inure give prompt written notice to the benefit of the Trustee, the Depositor and the Certificateholdersother parties.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding Corp)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that other parties hereto as of the Closing Date or as of such date specifically provided hereinthat:
(ia) The Master Servicer has been duly organized and is a national banking association duly formed, validly existing and as a in good standing under the laws of the United States of America , with full power and is duly authorized authority to own its assets and qualified to transact any and all conduct its business contemplated by this Agreement to be conducted by the Master Servicer;as presently being conducted.
(iib) The Master Servicer has the full power and authority to conduct its business as presently conducted by it execute and deliver this Agreement and to execute, deliver and performperform its obligations hereunder, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, and this Agreement, assuming due authorization, execution and delivery ) by the other parties hereto, Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized.
(c) This Agreement constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its terms terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity;).
(iiid) The None of the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of any other of the transactions herein contemplatedcontemplated hereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business of the Master Servicer and this Agreement will not (A) conflict with or result in a breach of any term or provision of the charter and terms, articles of incorporation or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation any legal restriction or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is now a party or by which it may be is bound, or constitute a default or 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 a party to, bound bysubject, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) impair the ability of the Master Servicer Trust to perform its obligations under this Agreement realize on the Mortgage Loans, or (y) impair the business, operations, financial condition, properties or assets value of the Master Servicer taken as a whole;Mortgage Loans.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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;
(viie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or as evidenced by the consummation by it of the transactions contemplated by this Agreement, except for or if required, such consentsconsent, approvalsapproval, authorizations authorization or orders, if any, that have order has been obtained prior to the related Closing Date; and.
(viiif) There are is no affiliations between action, suit, proceeding or investigation pending or to its knowledge threatened against the Master Servicer and which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 shall survive the resignation or termination any material impairment of the parties hereto and right or ability of the termination Master Servicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement and shall inure or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the benefit ability of the TrusteeMaster Servicer to perform under the terms of this Agreement.
(g) The Master Servicer is an approved servicer of conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with the Depositor facilities, procedures, and experienced personnel necessary for the Certificateholderssound servicing of mortgage loans of the same type as the Mortgage Loans. The Master Servicer or an Affiliate of the Master Servicer is a HUD-approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Master Servicer or an Affiliate of the Master Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First NLC Securitization, Inc.)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor Issuer and the Trustee, for the benefit of each the Indenture Trustee, as pledgee of the Trustee and Mortgage Loans, and, with respect to the CertificateholdersMortgage Loans in Group I, that the Enhancer, as of the Closing Date or as of such date specifically provided hereinDate:
(ia) The the Master Servicer is a national banking association bank duly formed, organized and validly existing and in good standing under the laws of the United States State of America Indiana, and has full power and authority to 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 duly authorized 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 qualified in which the failure to transact any and all business contemplated by this Agreement to be conducted by so qualify would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Master Servicer;
(iib) The the Master Servicer has the full power and authority to conduct its business as presently conducted by it and to make, execute, deliver and performperform this Agreement and all of the transactions contemplated hereunder (including, where appropriate, through its subsidiaries), and has taken all necessary corporate action to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized authorize the execution, delivery and performance of this Agreement;
(c) the Master Servicer is not required to obtain the consent of any other Person or any consent, has duly executed and delivered 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, and this Agreementexcept for such consent, assuming due authorizationlicense, execution and delivery by the other parties heretoapproval or authorization or registration or declaration as shall have been obtained or filed, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof case may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equitybe;
(iiid) The 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, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in constitute a material breach of any term mortgage, indenture, contract or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound; and
(e) Except as disclosed in the Prospectus Supplement, no Proceeding of or any statute, order or regulation applicable to the Master Servicer of before any court, regulatory body, administrative agency tribunal or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects currently pending or, to the knowledge of the Master Servicer’s knowledge, would threatened against the Master Servicer or any of its properties or with respect to this Agreement or the Securities that in the future materially and adversely affect, (x) the ability opinion of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets has a reasonable likelihood of the Master Servicer taken as resulting in a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 material adverse effect on the transactions contemplated by this Agreement. The foregoing representations and warranties shall survive the transfer of the Mortgage Loans to the Trust and any termination of the Master Servicer hereunder. Upon discovery of a breach of any representation or warranty that materially and adversely affects the interests of the Securityholders or, except for with respect to the Mortgage Loans in Group I and so long as the Policy is in effect or amounts are owed to the Enhancer under the Insurance Agreement, the Enhancer, the party discovering such breach or the 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 Indenture Trustee and, with respect to the Mortgage Loans in Group I and so long as the Policy is in effect or amounts are owed to the Enhancer under the Insurance Agreement, the Enhancer, such longer period specified in such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth shall cure such breach 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 Certificateholdersall 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, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee Trustee, the Certificateholders and the Certificateholders, Depositor that as of the Closing Date or as of such date specifically provided herein:
(ia) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(iib) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity;
(iiic) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (Ai) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (Bii) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s 's knowledge, would in the future materially and adversely affect, (xA) the ability of the Master Servicer to perform its obligations under this Agreement or (yB) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(ivd) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(ve) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vif) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (Ai) that might prohibit its entering into this Agreement, (Bii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (Ciii) 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
(viig) No consent, approval, authorization 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2.5 shall inure to the benefit of the Trustee, the Depositor and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that Certificateholders as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar conservatorship, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Mortgage Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andMortgage Loans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mortgage Inc)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and Trustee, the Certificateholders, the Certificate Insurer and the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties heretoDepositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;,
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized under the laws of the United States of America America, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer does not believeServicer, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending enforceable 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) There are no actions or proceedings against, or investigations known subject to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreementapplicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (Bincluding bank creditors') 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 underrights generally, or validity or enforceability of, this Agreement;
(vii) No consent, approval, authorization 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. 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 (LB-UBS Commercial Mortgage Trust 2007-C2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the ServicerServicers, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between affiliations, relationships or transactions relating to the Master Servicer and the Servicerof a type that are described under Item 1119 of Regulation AB with DBNTC, the Depositor, the Sponsor, the Servicers, the Credit Risk Manager, the Swap Provider or the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. . 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 2007-Sl1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association association, duly formed, validly existing and in good standing organized under the laws of the United States of America America, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the -242- Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from 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 ability of the Master Servicer of to perform its obligations under, or validity or enforceability of, under this Agreement;.
(vii) No Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (Lb-Ubs Commercial Mortgage Trust 2006-C3)
Representations and Warranties of the Master Servicer. (a) The Master Servicer Servicer, in such capacity, hereby represents, warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each of the Trustee Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation, duly formed, validly existing and in good standing organized 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;Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or performance and compliance with the terms hereof are in the ordinary course of business of this Agreement by the Master Servicer and Servicer, will not not: (A) result in a breach of any term or provision of the charter and by-laws of violate the Master Servicer Servicer's organizational documents; or (B) conflict withconstitute a default (or an event which, result in with notice or lapse of time, or both, would constitute a breach, violation or acceleration ofdefault) under, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which is applicable to it may be bound, or any statuteof its assets, order which default or regulation applicable to breach, in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject would reasonably be expected to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' (including bank creditors') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) There are no actions or proceedings againstNo litigation is pending or, or investigations known to it ofthe best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its from 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 ability of the Master Servicer of to perform its obligations under, or validity or enforceability of, under this Agreement;.
(vii) No Any consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Master Servicer of, of or compliance by the Master Servicer with, with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have Agreement has been obtained prior to and is effective except where the Closing Date; andlack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Master Servicer under this Agreement.
(viii) There are no affiliations between The Master Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.
(ix) The Master Servicer has reviewed all Sub-Servicing Agreements in effect as of the Closing Date and will review all Sub-Servicing Agreements entered into by it after the Servicer, Closing Date.
(b) The representations and warranties of the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants Master Servicer set forth in this Section 2.04 3.23(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the Depositor party discovering such breach shall give prompt written notice thereof to the other parties hereto.
(c) Any successor 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 3.23(a), subject to such appropriate modifications to the Certificateholdersrepresentation and warranty set forth in Section 3.23(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 (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Representations and Warranties of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:
(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;
(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(v) No litigation is pending 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 perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) 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 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 by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; and
(viii) There are no affiliations between Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation the Swap Provider, DBNTC, People’s Choice Home Loan, Inc. or American Home Mortgage Corp. 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-Sl4)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants and covenants to the Servicer, the Depositor other parties hereto and the Trustee, for the benefit of each the Certificateholders and, in the case of a Whole Loan, the Trustee and the Certificateholdersrelated Companion Loan Holder, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association duly formedorganized, validly existing and in good standing as a national banking association under the laws of the United States of America America, and the Master Servicer is duly authorized in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and qualified to transact any and all business contemplated by delivery of this Agreement to be conducted by the Master Servicer;, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer's organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, which default or breach, 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.
(iiiii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, consummate all transactions contemplated by this Agreement. The Master Servicer , has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, and this .
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with its the terms except as the enforceability thereof may be limited by hereof, subject to (A) applicable bankruptcy, insolvency, reorganization or similar conservatorship, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(iiiv) The Master Servicer is not in violation of, and its execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or its performance and compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will this Agreement do not (A) result in constitute a breach violation of, any law, any order or decree of any term court or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be boundarbiter, or any statuteorder, order regulation or regulation applicable to the Master Servicer demand of any courtfederal, state or local governmental or regulatory bodyauthority, administrative agency or governmental body having jurisdiction over which violation, in the Master Servicer; 's good faith and the Master Servicer reasonable judgment, is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer taken as a whole;Servicer.
(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(vvi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that 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 perform its obligations under this Agreement or the financial condition of the Master Servicer.
(vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the 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 or any of its other obligations hereunder officers or employees that is involved in accordance with the terms hereof;servicing or administration of the Loans has been refused such coverage or insurance.
(vi) 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;
(viiviii) No consent, approval, authorization or order of of, or filing or registration with, 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or orders, if any, and orders that previously have been obtained prior and those filings and registrations that previously have been completed.
(ix) The Master Servicer has examined each of the Sub-Servicing Agreements entered into by the Master Servicer that will be in effect as of the Closing Date with respect to the Closing Date; andLoans, and each such Sub-Servicing Agreement complies with the requirements of Section 3.22(a) in all material respects.
(viiib) There are no affiliations between The representations and warranties of the Master Servicer and the Servicer, the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 2.05(a) shall survive the resignation or termination of the parties hereto execution and the termination delivery of this Agreement and shall inure to the benefit of the TrusteePersons 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 that materially and adversely affects the interests of the Certificateholders or any party hereto, the Depositor 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 2.05(a), subject to such appropriate modifications to the representation and the Certificateholderswarranty 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 (Banc of America Commercial Mortgage Inc., Series 2007-1)
Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents, represents and warrants to each of the other parties hereto and covenants to the Servicer, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided hereinDate, that:
(i) The Master Servicer is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States State of America _______________ and is duly authorized in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and qualified to transact any and all business contemplated by perform its obligations under this Agreement to be conducted by the Master Servicer;Agreement.
(ii) The Master Servicer has the full power Servicer's execution and authority to conduct its business as presently conducted by it delivery of, performance under and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of compliance with this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of will not violate the Master Servicer's organizational documents or constitute a default (or an event which, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcynotice or lapse of time, insolvencyor both, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(iiiwould constitute a default) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which the Master Servicer it is a party or by which it may be is bound, which breach or any statutedefault, order or regulation applicable to in the Master Servicer good faith and reasonable judgment of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer , is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject likely to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which affect materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) either the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets condition of the Master Servicer.
(iii) The Master Servicer taken as a whole;has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) The This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer does not believein accordance with the terms hereof, nor does it have any reason subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;at law.
(v) No litigation The Master Servicer is pending against not in 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 decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer that would Servicer's good faith and reasonable judgment, is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Master Servicer to perform any its obligations under this Agreement or the financial condition of its other obligations hereunder in accordance with the terms hereof;Master Servicer.
(vi) 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 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 by it of the transactions contemplated by this Agreementherein, except for such those consents, approvals, authorizations or ordersorders that previously have been obtained.
(vii) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer that, if any, that have been obtained prior determined adversely to the Closing Date; andMaster 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 either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.
(viii) There are no affiliations between Each officer, director or employee of the Master Servicer with responsibilities concerning the servicing and administration of any Mortgage Loan is covered by errors and omissions insurance in the Serviceramounts and with the coverage required by Section 3.07(d).
(ix) There is no event, condition or circumstance in existence that constitutes (or, with notice or lapse of time, or both, would constitute) an Event of Default on the Trustee, Chapel Mortgage Corporation or American Home Mortgage Corp. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.04 shall survive the resignation or termination part of the parties hereto and the termination of this Agreement and shall inure to the benefit of the Trustee, the Depositor and the CertificateholdersMaster Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)
