REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE DEPOSITOR, THE SERVICER AND THE SELLERS; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE SELLER AND THE SERVICER; COVENANT OF SELLER TO CONVEY MORTGAGE LOANS.............................................................28 3.1. Representations and Warranties of the Seller...................................................28 3.2A. Representations and Warranties of the Servicer.................................................30 3.2B. Representations and Warranties of the Master Servicer..........................................33 3.3. Representations and Warranties of the Seller with Respect to the Mortgage Loans................34 3.4. Covenants of the Seller to Take Certain Actions with Respect to the Mortgage Loans In Certain Situations....................................................................37 3.5. Conveyance of the Mortgage Loans...............................................................38 3.6. Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee.......................................................................42 3.7. Cooperation Procedures.........................................................................43 3.8. Conveyance of the Subsequent Mortgage Loans....................................................43 3.9.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE SERVICER 13 Section 5.1 Representations and Warranties 13 Section 5.2 Reporting, Books and Records and Compliance Covenants 14 Section 5.3 Audits 18 Section 5.4 No Liens 18 Section 5.5 Servicer’s Duty to Advise; Delivery of Certain Notices 19 Section 5.6 Notice of Breach or Change of Control 20 Section 5.7 Copies of Documents 20 Section 5.8 Financial Information 20 ARTICLE VI MANAGER CONSENT 21 Section 6.1 Actions Requiring Manager Consent 21 Section 6.2 Amendments, Modification and Waivers 22 ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 22 Section 7.1 Defaults 22 Section 7.2 Termination with Cause. 24 Section 7.3 Termination without Cause. 26 Section 7.4 Effective Termination Date 26 Section 7.5 Accounting 26 ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION 27 Section 8.1 Independence of Parties 27 Section 8.2 Indemnification. 27 Section 8.3 Pre-Effective Date Liabilities 29 ARTICLE IX NOTICES 29 ARTICLE X GOVERNING LAW; JURISDICTION 30 Section 10.1 Governing Law 30 Section 10.2 Jurisdiction; Venue and Service 30 Section 10.3 Waiver of Jury Trial 33
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. LICENSOR. Licensor represents and warrants that, as of the date hereof :
6.1.1. Licensor is a corporation, duly organized, validly existing and on good standing under the laws of the Province of its incorporation.
6.1.2. Licensor has the right and authority to gram he rights and license gamed to Licensee under this Agreement;
6.1.3. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. LICENSEE. Licensee represents, warrants and covenants that, as of the date hereof:
6.2.1. Licensee is a corporation, duly organized, validly existing and in good standing under the laws of The United Kingdom.
6.2.2. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Licensee: and
REPRESENTATIONS, WARRANTIES AND COVENANTS OF the Mortgage Loan Seller. ------------------------
(a) The Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser and its successors and assigns (including, without limitation, the Trustee and the holders of the Certificates), each of the representations and warranties set forth in Exhibit B with respect to the Mortgage Loans, with such changes or modifications as may be permitted or required by the Rating Agencies.
(b) In addition, the Mortgage Loan Seller, as of the date hereof, hereby represents and warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Mortgage Loan Seller, and the performance and compliance with the terms of this Agreement by the Mortgage Loan Seller, will not violate the Mortgage Loan Seller's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of the Mortgage Loan Seller to carry out the transactions contemplated by this Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding ...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. MASSTECH, INC. No representations or warranties are made by any director, officer, employee or shareholder of MASSTECH as individuals, MASSTECH hereby represents, warrants and covenants to GST, as follows:
3.1 MASSTECH is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own or lease its property and to carry on its business in accordance with the Articles of Incorporation and Bylaws of MASSTECH which are complete and accurate, and the minute books of MASSTECH contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board of directors of MASSTECH.
3.2 The aggregate number of shares which MASSTECH is authorized to issue is 1,000 (One Thousand) shares of common stock with no par value of which all shares are issued and outstanding. No Preferred shares are authorized or thereby outstanding.
3.3 MASSTECH has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by MASSTECH will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of MASSTECH.
3.5 The execution, delivery and performance of this Agreement has been duly authorized and approved by MASSTECH's Board of Directors.
3.6 MASSTECH has never traded and has no liabilities
3.7 There are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of MASSTECH, threatened against MASSTECH or affecting any of its assets or properties, and MASSTECH is not in any material breach or violation of or default under any contract or instrument to which MASSTECH is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by MASSTECH under any contract or other instrument to which MASSTECH is a party or by which it or any of its properties may be bound or affected, or under its respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to MASSTECH.
3.8 The representations and warranties of MASSTECH are true and correct as of the date hereof...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. Owner Participant. -----------------
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. CONTRIBUTORS AND UNIT RECIPIENTS
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. GTC AS TO EACH ACCOUNT. GTC represents and warrants that, as to each Account sold or to be sold hereunder, as of the applicable Closing Date:
(i) GTC has good, valid and marketable title to the account relationships for the Accounts to be sold by it free and clear of all liens and encumbrances (except any lien of the Trust), except as may be imposed by Buyer or any of its respective assignees or transferees;
(ii) GTC transferred good, valid and marketable title to the receivables in the Accounts to the Trust pursuant to the terms of the Pooling and Servicing Agreement;
(iii) the Accounts were originated and have been maintained and serviced by GTC in compliance with state and federal laws, including, without limitation, the Truth-In-Lending Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the Fair Credit Billing Act; and
(iv) GTC has full right and authority to sell and assign its interest in the account relationship for each Account.