Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) The Master Servicer is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder. (b) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date. (d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Master Servicer is a party or by which it may be bound. (e) There is no action, suit, proceeding or investigation pending or threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder. (f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading. (g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and inure to the benefit of the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Accredited Home Lenders Inc), Sale and Servicing Agreement (Accredited Home Lenders Inc), Sale and Servicing Agreement (Accredited Home Lenders Inc)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Seller, the Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that:
(a) The Master Servicer is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Master Servicer is a party or by which it may be bound.
(e) There is no action, suit, proceeding or investigation pending or threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended.
(i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee's perfection and priority in the Mortgage Loans. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and inure to the benefit of the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Accredited Home Lenders Accredited Mort Loan Trust 2002-2), Sale and Servicing Agreement (Accredited Mort Loan Trust Asset Back Notes Series 2003-1), Sale and Servicing Agreement (Accredited Home Lenders Accredited Mort Loan Trust 2002-2)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorCompany, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.under the terms of this Agreement;
(e) 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 Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and
(f) Neither this Agreement nor any statement, report, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Master Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp), Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp), Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that:
(a) The Master Servicer is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Master Servicer is a party or by which it may be bound.
(e) There is no action, suit, proceeding or investigation pending or threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended.
(i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee's perfection and priority in the Mortgage Loans. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and inure to the benefit of the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1), Sale and Servicing Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that:
(a) The Master Servicer is a ________ corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.under the terms of this Agreement;
(e) 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 Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and
(f) Neither this Agreement nor any statement, report, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Master Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.
Appears in 1 contract
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor[, the Trust, the Note Certificate Insurer, the Backup Servicer ] and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement:
(a) The the Master Servicer is a ______ duly organized, validly existing and in good standing under the laws of its state the State of incorporation _______, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Master Servicer or the performance of its obligations hereunder.Servicer;
(b) The the Master Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).;
(c) The the Master Servicer is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Date.case may be;
(d) The execution, the execution and delivery and performance 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 charter articles or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Master Servicer is a party or by which it may be bound.; and
(e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Master Servicer, proceeding or investigation pending or threatened against the Master Servicer which, either in or any one instance of its properties or with respect to this Agreement or the Securities that in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability opinion of the Master Servicer to carry has a reasonable likelihood of resulting in a material adverse effect on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee [and the Certificate Insurer].
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Painewebber Mortgage Acceptance Corporation Iv)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is a ________ corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.under the terms of this Agreement;
(e) 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 Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and
(f) Neither this Agreement nor any statement, report, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Master Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.
Appears in 1 contract
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement:
(a) The the Master Servicer is a bank duly organized, validly existing and in good standing under the laws of its state the State of incorporation Indiana, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Master Servicer or the performance of its obligations hereunder.Servicer;
(b) The the Master Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).;
(c) The the Master Servicer is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Date.case may be;
(d) The execution, the execution and delivery and performance 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 charter articles or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Master Servicer is a party or by which it may be bound.; and
(e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Master Servicer, proceeding or investigation pending or threatened against the Master Servicer which, either in or any one instance of its properties or with respect to this Agreement or the Securities that in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability opinion of the Master Servicer to carry has a reasonable likelihood of resulting in a material adverse effect on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. Agreement It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificate Insurer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor[, the Trust, the Note Certificate Insurer, the Backup Servicer ] and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement:
(a) The the Master Servicer is a ______ duly organized, validly existing and in good standing under the laws of its state the State of incorporation _______, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Master Servicer or the performance of its obligations hereunder.Servicer;
(b) The the Master Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).;
(c) The the Master Servicer is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Date.case may be;
(d) The execution, the execution and delivery and performance 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 charter articles or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Master Servicer is a party or by which it may be bound.; and
(e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Master Servicer, proceeding or investigation pending or threatened against the Master Servicer which, either in or any one instance of its properties or with respect to this Agreement or the Certificates that in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability opinion of the Master Servicer to carry has a reasonable likelihood of resulting in a material adverse effect on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee [and the Certificate Insurer].
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Hsi Asset Securitization Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorCompany, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.under the terms of this Agreement;
(fe) Neither this Agreement nor No consent, approval, authorization or order of any statementcourt or governmental agency or body is required for the execution, report, or other document furnished delivery and performance by the Master Servicer pursuant to of or compliance by the Master Servicer with this Agreement or in connection with the Mortgage Loans or the consummation of the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" , or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940if required, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files such approval has been obtained prior to the Indenture Trustee and inure to the benefit of the Indenture Trustee.Closing Date; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Sponsor, the Trust, the Note Insurer, the Backup Servicer Company and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.under the terms of this Agreement;
(e) 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 Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and
(f) Neither this Agreement nor any statement, report, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Master Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is duly organized, validly existing existing, and in good standing under the laws of its state the United States of incorporation America and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction Mortgaged Property State if the laws of such state require licensing or qualification in which the character order to conduct business of the business transacted type conducted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of and to perform its obligations as Master Servicer hereunder.
(b) The ; the Master Servicer has the full power and authority corporate and otherwise to makeown its property, executeto carry on its business as presently conducted, to execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, and assuming the due authorization, execution and delivery hereof ) by the other Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; assuming that the execution, delivery and performance of this Agreement by all parties hereto constitutesother than the Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of all parties hereto other than the Master Servicer, or will constitutethis Agreement evidences the valid, the legal, valid binding and binding enforceable obligation of the Master Servicer; and all requisite action has been taken by the Master Servicer to make this Agreement valid, binding and enforceable upon the Master Servicer in accordance with its terms, except as such enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other and other, similar laws relating to or affecting creditors' rights generally or by the application of general equitable principles in any proceeding, whether at law or in equity;
(b) 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 in connection with the execution and delivery by the Master Servicer of creditors generallythe 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, are not subject to any 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 contemplated by general equity principles (regardless this Agreement and the other documents on the part of whether the Master Servicer and the performance by the Master Servicer of its obligations as Master Servicer under this Agreement and such enforcement of the other documents to which it is considered in a proceeding in equity or at law).party;
(c) The Master Servicer is consummation of the transactions contemplated by this Agreement will not required to obtain result in the consent breach of any other party terms or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability provisions of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master ServicerServicer or result in the breach of any term or provision of, or conflict with or constitute a breach default under or result in the acceleration of any mortgageobligation under, any material agreement, indenture, contract or loan or credit agreement or other Agreement material instrument to which the Master Servicer or its property, is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject;
(d) Neither this Agreement nor the information in the Prospectus Supplement relating to the Master Servicer nor any statement, report or other document prepared by the Originator and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a party material fact necessary to make the statements contained herein or by which it may be bound.therein not misleading;
(e) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Master Servicer, threatened, before any court, administrative agency or threatened tribunal against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, Servicer or in any material prohibition or impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, Servicer or which would draw into question the validity or enforceability of this Agreement, the Notes, 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 thereinherein, or which would be likely to impair materially the ability of the Master Servicer to perform under the terms of this Agreement or that might prohibit its obligations hereunder.entering into this Agreement or the consummation of any of the transactions contemplated hereby;
(f) Neither The Master Servicer is not in violation of or in default with respect to, and the execution and delivery of this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection and its performance of and compliance with the transactions contemplated herebyterms hereof will not constitute a violation or default with respect to, includingany order or decree of any court or any order, without limitationregulation or demand of any federal, state, municipal or governmental agency, which violation or default might have consequences that would materially and adversely affect the sale condition (financial or placement of the Notes, contains any untrue statement of fact provided by other) or on behalf operations of the Master Servicer or omits to state a fact necessary to make the statements provided by its properties or on behalf of the Master Servicer contained herein might have consequences that would materially and adversely affect its performance hereunder or therein not misleading.under any Subservicing Agreement;
(g) The Master Servicer does not believeis an approved seller/servicer of conventional first and second mortgage loans for Fannie Mae and an approved seller/servicer of conventional second mxxxxxxe xxans for Freddie Mac in good standing, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The the Master Servicer is not an "investment company" or a company "controlled Servicer's deposits arx xxxxxed by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files FDIC to the Indenture Trustee and inure to the benefit of the Indenture Trusteemaximum extent permitted by law.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorCompany, the Trust, the Note Insurer, the Backup Servicer Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate:
(a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of its the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable perform in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting herewith; the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and 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;
(b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Master Servicer's charter or by-laws or any legal restriction or any 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 an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(ec) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 thereinherein, or which would be likely to materially impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by under the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement terms of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and inure to the benefit of the Indenture Trustee.;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Seller, the Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that:
(a) The Master Servicer is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Master Servicer is a party or by which it may be bound.
(e) There Except as set forth in the “Risk Factors” section of the Prospectus Supplement, there is no action, suit, proceeding or investigation pending or threatened against the Master Servicer which, either in any one instance or in the aggregate, is, in the Master Servicer's ’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "“investment company" ” or a company "“controlled by an investment company," ” within the meaning of the Investment Company Act of 1940, as amended.
(i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee and inure to the benefit of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2003-2)
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the SponsorDepositor[, the Trust, the Note Certificate Insurer, the Backup Servicer ] and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement:
(a) The the Master Servicer is a _____ duly organized, validly existing and in good standing under the laws of its state the State of incorporation _____, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Master Servicer or the performance of its obligations hereunder.Servicer;
(b) The the Master Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).;
(c) The the Master Servicer is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Date.case may be;
(d) The execution, the execution and delivery and performance 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 charter articles or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Master Servicer is a party or by which it may be bound.; and
(e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Master Servicer, proceeding or investigation pending or threatened against the Master Servicer which, either in or any one instance of its properties or with respect to this Agreement or the Securities that in the aggregate, is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Master Servicer, or in any material impairment of the right or ability opinion of the Master Servicer to carry has a reasonable likelihood of resulting in a material adverse effect on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, 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 therein, or which would be likely to impair materially the ability of the Master Servicer to perform its obligations hereunder.
(f) Neither this Agreement nor any statement, report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Master Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Master Servicer contained herein or therein not misleading.
(g) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(h) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee [and the Certificate Insurer].
Appears in 1 contract
