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.............................................................30 3.1. Representations and Warranties of the Seller...................................................30 3.2. Representations and Warranties of the Servicer.................................................32 3.3. Representations and Warranties of the Seller with Respect to the Mortgage Loans................35 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...............................................................39 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....................................................44 3.9.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company:
(a) This Agreement has been duly authorized, validly executed and delivered by ____________ and is a valid and binding agreement and obligation of ____________ enforceable against ____________ in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and ____________ has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.
(b) understands that the Exchange Shares are being offered and sold to it in reliance on the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of ____________ set forth herein.
(c) is and will be acquiring the Exchange Shares for ____________’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act of 1933, as amended (“Securities Act”) or any applicable securities laws.
(d) owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below). ____________ has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Note. Encumbrances shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.
(e) agrees and acknowledges that it is currently an “affiliate” of the Company, as such term is defined in the Securities Act, and as a result cannot resell the Exchange Shares or Conversion Shares, as such term is defined in the Certificate of Designations, Preferences and Rights of the Exchange Shares, except in compliance with the Securities Act and an...
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. 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. THE SERVICER 12 Section 5.1 Representations and Warranties 12 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 20 Section 6.1 Actions Requiring Manager Consent 20 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 27 ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION 27
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. THE SERVICER 12 Section 5.1 Representations and Warranties 12 Section 5.2 Reporting, Books and Records and Compliance Covenants 13 Section 5.3 Audits 17 Section 5.4 No Liens 18 Section 5.5 Servicer’s Duty to Advise; Delivery of Certain Notices 18 Section 5.6 Notice of Breach or Change of Control 19 Section 5.7 Copies of Documents 19 Section 5.8 Financial Information 19 ARTICLE VI MANAGER CONSENT 20 Section 6.1 Actions Requiring Manager Consent 20 Section 6.2 Amendments, Modification and Waivers 21 ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 21 Section 7.1 Defaults 21 Section 7.2 Termination with Cause 23 Section 7.3 Termination without Cause 25 Section 7.4 Effective Termination Date 25 Section 7.5 Accounting 26 ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION 26 Section 8.1 Independence of Parties 26 Section 8.2 Indemnification 26 Section 8.3 Pre-Effective Date Liabilities 28 ARTICLE IX NOTICES 28 ARTICLE X GOVERNING LAW; JURISDICTION 29 Section 10.1 Governing Law 29 Section 10.2 Jurisdiction; Venue and Service 29 Section 10.3 Waiver of Jury Trial 32
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.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF. CONTRIBUTORS AND UNIT RECIPIENTS
