Common use of Representations of Backup Servicer Clause in Contracts

Representations of Backup Servicer. The Backup Servicer makes the following representations and warranties: (a) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation of the transactions herein and therein contemplated will not (i) conflict with the organizational documents of the Backup Servicer or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Backup Servicer pursuant to the terms of any material agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; or (iii) result in any violation of any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warrantieswarranties to the Issuer, the Servicer and the Agent, on which the Issuer relies in accepting the Receivables in trust, and the Servicer relies in connection with the performance of its obligations hereunder. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation fulfillment of the transactions herein and therein contemplated will terms thereof shall not (i) conflict with the organizational documents of the Backup Servicer or with, result in a any breach of any of the terms or and provisions of, nor constitute (with or constitute without notice or lapse of time) a default under, the articles of association or by-laws of the Backup Servicer, or any material indenture, agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Backup Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Backup Servicer of any court or of any federal or State regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Backup Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyAgreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warrantieswarranties to the Issuer, the Servicer and the Agent, on which the Issuer relies in accepting the Receivables in trust, and the Servicer relies in connection with the performance of its obligations hereunder. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of DelawareUnited States, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation fulfillment of the transactions herein and therein contemplated will terms thereof shall not (i) conflict with the organizational documents of the Backup Servicer or with, result in a any breach of any of the terms or and provisions of, nor constitute (with or constitute without notice or lapse of time) a default under, the articles of association or by-laws of the Backup Servicer, or any material indenture, agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Backup Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Backup Servicer of any court or of any federal or State regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Backup Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyAgreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warrantieswarranties to the Issuer, the Servicer and the Agent, on which the Issuer relies in accepting the Receivables in trust, and the Servicer relies in connection with the performance of its obligations hereunder. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation fulfillment of the transactions herein and therein contemplated will terms thereof shall not (i) conflict with the organizational documents of the Backup Servicer or with, result in a any breach of any of the terms or and provisions of, nor constitute (with or constitute without notice or lapse of time) a default under, the articles of association or by-laws of the Backup Servicer, or any material indenture, agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Backup Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Backup Servicer of any court or of any federal or State regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Backup Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyAgreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warranties: (a) The Backup Servicer has been duly organized and is validly existing as a an Illinois banking corporation duly organized and validly existing in good standing under the laws of the State of DelawareIllinois, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Pooling and Servicing Agreement and any other Transaction Document to which it is a party the Insurance Agreement and to carry out its respective their terms, ; and the execution, execution and delivery, and performance of this Pooling and Servicing Agreement and any other Transaction Document to which it is a party the Insurance Agreement shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Each of this Pooling and Servicing Agreement and any other Transaction Document to which it is a party the Insurance Agreement constitutes a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Pooling and therein contemplated will not (i) conflict with Servicing Agreement and the organizational documents Insurance Agreement and the fulfillment of the Backup Servicer or terms thereof shall not conflict with, result in a any breach of any of the terms or and provisions of, nor constitute (with or constitute without notice of lapse of time) a default under, the articles of incorporation or by-laws of the Backup Servicer, or any indenture, agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the property or assets of the Backup Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Backup Servicer of any court or of any Federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Backup Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement Pooling and Servicing Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Pooling and Servicing Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Pooling and Servicing Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Insurance Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warrantieswarranties to the other parties to this Agreement: (a) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation of the transactions herein and therein contemplated will not (i) conflict with the organizational documents of the Backup Servicer or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Backup Servicer pursuant to the terms of any material agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; or (iii) result in any violation of any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties. (e) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Backup Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.

Representations of Backup Servicer. The Backup Servicer makes the following representations and warranties: (ai) The Backup Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (bii) The Backup Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Backup Servicer by all necessary corporate action. (ciii) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (div) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Backup Servicer of its obligations under such agreements and the consummation of the transactions herein and therein contemplated will not (i) conflict with the organizational documents of the Backup Servicer or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Backup Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Backup Servicer pursuant to the terms of any material agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; or (iii) result in any violation of any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties. (ev) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyAgreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a partyAgreement. (fvi) The Backup Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Backup Servicer and successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a partyAgreement, except where the failure to so qualify would not have a Material Adverse Effect. (gvii) The Backup Servicer has operated its business in accordance with all Applicable Laws applicable laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement.