Representations, Warranties and Covenants of Servicer. The Servicer makes the following representations, warranties and covenants upon which the Issuer is deemed to have relied in acquiring the Receivables. Such representations, warranties and covenants speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations, Warranties and Covenants of Servicer. 15.1 The Servicer hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations hereunder that:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide, in each case in any capacity;
(c) the unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default rating, of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the Servicer Replacement Threshold Ratings;
(d) it is and will continue to be in good standing with OSFI;
(e) it is and will continue to be in material compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(f) it is and will continue to be in material compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(g) it will comply with the terms of the Security Sharing Agreement;
(h) it will administer the Portfolio Assets as if the same had not been sold to the Guarantor but had remained on the books of the Seller and, in the event the Servicer agrees, subject to Article 7, to service New Loans and their Related Security sold by New Sellers to the Guarantor, as if such New Loans and their Related Security had been Loans and their Related Security of the Seller which had remained on the books of the Servicer;
(i) it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable and Prudent Mortgage Lender and using that degree of skill and attention that it exercises in managing, servicing, administering, collecting and performing similar functions relating to comparable loans that it services for itself;
(j) it will comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accord...
Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement:
a. The Servicer (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations.
b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement.
c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms.
d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof.
e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such...
Representations, Warranties and Covenants of Servicer. The Servicer hereby makes the following representations, warranties and covenants to the Trustee and the Noteholders of the related Series on which representations, warranties and covenants the Trustee relies in accepting the related Series Trust Estate in trust and in authenticating the related Notes and on which the Noteholders of such Series have relied in purchasing their Notes. Such representations, warranties and covenants shall be deemed to be made and affirmed on each Series Closing Date and shall survive the date of the making or remaking of such representations and warranties. Each of the Servicer's covenants shall continue until the Final Date of the last outstanding Series.
(a) The Servicer represents and warrants, as to itself and its responsibilities, that:
Representations, Warranties and Covenants of Servicer. FNBO, as initial Servicer, hereby makes, and any successor Servicer by its appointment hereunder shall make (with such changes as shall be applicable to such Successor Servicer), on each Closing Date (and on the date of any such appointment) the following representations and warranties and covenants to Issuer on which Owner Trustee has relied in executing the Notes and Indenture Trustee has relied in authenticating Notes:
(a) ORGANIZATION AND GOOD STANDING. Servicer is a national banking association (or with respect to such Successor Servicer, such other corporate entity as may be applicable) duly organized, validly existing and in good standing under the laws of the United States, and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.
Representations, Warranties and Covenants of Servicer. FNBO, as initial Servicer, hereby makes, and any successor Servicer by its appointment hereunder shall make (with such changes as shall be applicable to such Successor Servicer), on each Closing Date (and on the date of any such appointment) the following representations and warranties and covenants to Issuer on which Owner Trustee has relied in executing the Notes and Indenture Trustee has relied in authenticating Notes:
Representations, Warranties and Covenants of Servicer. WFN, in its capacity as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment), the following representations, warranties and covenants to the Trust:
Representations, Warranties and Covenants of Servicer. The Servicer hereby makes the following representations, warranties and covenants to the Trustee, the Noteholders of the related Series and any Series Support Provider for the related Series on which representations, warranties and covenants the Trustee relies in accepting the related Series Trust Estate in trust and in authenticating the related Notes, on which the Noteholders of such Series have relied in purchasing their Notes and on which such Series Support Provider, if any, relies in agreeing to issue the related Series Support. Such representations, warranties and covenants shall be deemed to be made and affirmed on each Series Closing Date and shall survive the date of the making or remaking of such representations and warranties. Each of the Servicer's covenants shall continue until the Final Date of the last Outstanding Series.
(a) The Servicer represents and warrants, as to itself and its responsibilities, that:
Representations, Warranties and Covenants of Servicer. WFCB, as initial Servicer, hereby makes, and any successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment) the following representations and warranties and covenants to Issuer on which Owner Trustee has relied in accepting the Receivables in trust, Owner Trustee has relied in executing the Notes and Indenture Trustee has relied in authenticating Notes:
Representations, Warranties and Covenants of Servicer. WFN, in its capacity as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment), the following representations, warranties and covenants to the Trust:
(a) Organization and Good Standing. Servicer is a national banking association (or with respect to such Successor Servicer, such other corporate entity as may be applicable) duly organized, validly existing and in good standing under the laws of the United States, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and each Supplement and, in all material respects, to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted.
