Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer and the Owners, as to itself only, that as of the Startup Day:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, 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 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. Such Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under the Operative Documents to which it is a party.
(b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws 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 contract, agreement or other instrument to which such Servicer is a party or by which such 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 such Servicer or any of its properties.
(c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).
(d) Such 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 would materially and adversely affect the condition (fin...
Representations and Warranties of the Servicers. Each Servicer represents and warrants as of the Closing Date, as of each day on which an Investment or Release shall have occurred and as of each Settlement Date occurring prior to the Final Payout Date or acceleration under Article XI:
Representations and Warranties of the Servicers. Each Servicer represents and warrants to the Administrator, each Group Agent and each Lender as of the date of execution of this Agreement that:
Representations and Warranties of the Servicers. To induce the Purchaser to purchase the Purchaser Interests and the Administrative Agent to take any action required to be performed by it hereunder, each Servicer represents and warrants to the Purchaser and the Administrative Agent, which representation and warranty shall survive the execution and delivery of this Agreement:
Representations and Warranties of the Servicers. The Servicers represent and warrant to the Sub-Servicer as of the date hereof as follows:
Representations and Warranties of the Servicers. Each Servicer represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date on each day that a Credit Extension or a Release shall have occurred:
Representations and Warranties of the Servicers. To induce the Purchasers to purchase the Purchaser Interests and the Administrative Agent to take any action required to be performed by it hereunder, each Servicer represents and warrants to the Purchasers and the Administrative Agent, which representation and warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of each Servicer (whether made by such Servicer in its capacity as an Originator or as Servicer) contained in any Related Document is true and correct and, if made by such Servicer in its capacity as an Originator, applies with equal force to such Servicer in its capacity as Servicer, and each Servicer hereby makes each such representation and warranty to, and for the benefit of, the Purchasers and the Administrative Agent as if the same were set forth in full herein.
Representations and Warranties of the Servicers. Each Servicer represents and warrants to each Purchaser Party as of the Closing Date, on each Settlement Date and on each day that an Investment or Release shall have occurred:
Representations and Warranties of the Servicers. 52 3.03 REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES BY THE DEPOSITOR OR A SELLER..................56 3.04
Representations and Warranties of the Servicers. (a) Fairbanks hereby represents, warrants and covenants to the Trustee, Wilshire, the Depositor, the Certificate Insurer and the Owners that as of the Closing Date:
(i) Fairbanks is a corporation duly organized, validly existing, and in good standing under the laws of the State of Utah and is in compliance with the laws of each state in which any Mortgaged Property related to a Fairbanks Mortgage Loan is located to the extent necessary to ensure, in its role as a Servicer, the enforceability of each Fairbanks Mortgage Loan and to perform its obligations hereunder.
(ii) Neither the execution and delivery by Fairbanks of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor the performance of and compliance by Fairbanks with the provisions hereof, will conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, the organizational documents (its charter and by-laws) of Fairbanks, or any of the provisions of any Law binding on Fairbanks, or any of its properties, or any of the provisions of any indenture, mortgage, contract, instrument, or other document to which Fairbanks is a party or by which it is bound, or result in the creation or imposition of any lien, charge, or encumbrance upon any of its respective properties pursuant to the terms of any indenture, mortgage, contract, instrument, or other document. Fairbanks is not otherwise in violation of any Law, which violation, in Fairbanks's good faith and reasonable judgment, is likely to affect materially and adversely either its ability to perform its obligations hereunder, or the financial condition of Fairbanks.
(iii) The execution and delivery by Fairbanks of this Agreement, the consummation of the transactions contemplated hereby, and the performance and compliance by Fairbanks with the terms hereof are within the powers of Fairbanks, and have been duly authorized by all necessary action on the part of Fairbanks. This Agreement has been duly executed and delivered by Fairbanks and, upon the due execution, authorization and delivery by the other parties hereto, constitutes the legal, valid and binding obligation of Fairbanks, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and to general principles of equity, regardless...
