Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein: (a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date; (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiaries; and (f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (Accredited Home Lenders Inc), Sale and Servicing Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1), Sale and Servicing Agreement (Accredited Home Lenders Inc)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents as of the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeDelivery Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over Lease Supplement and the Indenture Trustee or its subsidiariesAncillary Agreement I; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Certificate Closing Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 4 contracts
Samples: Participation Agreement (Federal Express Corp), Participation Agreement (Federal Express Corp), Participation Agreement (Federal Express Corp)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Servicer, the Trust, the Master ServicerDepositor, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (NovaStar Certificates Financing LLC), Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Servicer, the Trust, the Master Servicer, the Note Insurer Depositor and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing LLC), Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Seller, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2003-2), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2003-3), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2004-2)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Trust, the Servicer, the Trust, the Master Servicer, the Note Insurer Seller and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2004-4), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-1)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Seller, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee's performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to 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 Home Lenders Accredited Mort Loan Trust 2002-2), Sale and Servicing Agreement (Accredited Mort Loan Trust Asset Back Notes Series 2003-1)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents on the date hereof and as of the Certificate Closing Date and the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates to be delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly executed and validly authorizeddelivered or, in the case of the Operative Agreements identified in Section 4.02(c) hereof, will on the Delivery Date be executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or state governmental authority having jurisdiction over the Indenture Trustee or agency governing its subsidiariesbanking and trust powers; and
(fv) There are no actions, suits or proceedings before or against or investigations ofon the Certificate Closing Date, the Indenture Trustee pending, or to holds the knowledge Liquid Collateral on behalf of the Indenture TrusteeOwner Trustee and on the Delivery Date, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or will hold the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery original counterparts of the respective Indenture Trustee's Mortgage Files to Lease, the Indenture Trustee.Lease Supplement and the Ancillary Agreement I.
Appears in 2 contracts
Samples: Participation Agreement (Federal Express Corp), Participation Agreement (Federal Express Corp)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuer, the Swap Provider, the Servicer, the Trust, the Master Servicer, the Note Insurer Depositor and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.;
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).;
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-3), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-4)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Swap Provider, the Servicer, the Trust, the Master Servicer, the Note Insurer Depositor and the Sponsor that as of the date of this Agreement and the subsequent Transfer Instruments or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.;
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).;
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2006-2)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Servicer, the TrustDepositor, the Master ServicerCustodian, the Note Insurer Seller and the Sponsor that as of the date of this Agreement and the Subsequent Transfer Instruments or as of such date specifically provided herein:
(ai) The Indenture Trustee is duly organized and validly existing as a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted;
(bii) The Indenture Trustee has the requisite power and authority to execute, execute and deliver and perform, this Agreement and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with carry out its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance this Agreement have been duly authorized by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Dateall necessary corporate action;
(eiii) None of the execution and delivery of this Agreement, the The consummation of the transactions contemplated hereby or thereby, or by this Agreement and the fulfillment of or compliance with the terms hereof do not conflict with, result in any breach of any of the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach provisions of, or constitutes constitute (with or will constitute without notice or lapse of time) a default or results or will result in an acceleration under (A) under, the articles of association organization or bylaws of the Indenture Trustee, Trustee or (B) of any term, condition or provision of any material indenture, deed of trust, contract agreement or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or and
(iiiv) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to To the Indenture Trustee of Trustee’s best knowledge, there are no proceedings or investigations pending or threatened before any court court, regulatory body, administrative agency or other governmental authority instrumentality having jurisdiction over the Indenture Trustee or its subsidiaries; and
properties: (fA) There are no actionsasserting the invalidity of this Agreement, suits or proceedings before or against or investigations of, (B) seeking to prevent the Indenture Trustee pending, or to the knowledge consummation of any of the Indenture Trustee, threatened, before transactions contemplated by this Agreement or (C) seeking any court, administrative agency determination or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would ruling that might materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreementunder, or the validity or enforceability of of, this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Custodian on behalf of the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing CORP), Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents on the date hereof and as of the Refunding Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Original Agreements to which it is a party, this Agreement.Agreement and the other Operative Agreements to which it is or is to be a party and to authenticate the Certificates to be delivered on the Refunding Date;
(cii) This the Original Agreements to which it is a party, this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Refunding Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Original Agreements to which it is a party, this Agreement and the other Operative Agreements to which it is or is to be a party has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Original Agreements to which it is a party, this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeRefunding Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariesLease Supplement and each Ancillary Agreement; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Delivery Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents as follows:
(i) it is a national banking association Massachusetts trust company duly organized, organized and validly existing and in good standing under the laws of the United States Commonwealth of America.
(b) The Indenture Trustee Massachusetts and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Indenture, this Agreement and the Original Agreements to which it is a party and to authenticate the Certificates to be delivered on the Refunding Date;
(ii) the Indenture and this Agreement., the Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Refunding Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Massachusetts law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(ciii) This Agreement each of the Indenture and this Agreement, the Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this Agreement, the consummation Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, nor the performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) the articles of association or bylaws representations and warranties of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument Trustee set forth in the Original Agreements to which the Indenture Trustee it is a party or by which it is bound; or were correct on and as of the Delivery Date (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable except to the Indenture Trustee extent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessuch earlier date); and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to holds the knowledge original counterparts of the Indenture TrusteeOriginal Lease, threatenedthe Lease Supplement, before any court, administrative agency or other tribunal, Ancillary Agreement I and no notice AVSA's Warranty Bill of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture TrusteeSale.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity represents on the date hereof and as of the Certificate Closing Date and the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates to be delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Maryland law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly executed and validly authorizeddelivered or, in the case of the Operative Agreements identified in Section 4.02(c) hereof, will on the Delivery Date be executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the rights enforcement of creditors generally, and by general equity principles ' rights (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or state governmental authority having jurisdiction over the Indenture Trustee or agency governing its subsidiariesbanking and trust powers; and
(fv) There are no actions, suits or proceedings before or against or investigations ofon the Certificate Closing Date, the Indenture Trustee pending, or to holds the knowledge Liquid Collateral on behalf of the Indenture TrusteeOwner Trustee and on the Delivery Date, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or will hold the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery original counterparts of the respective Indenture Trustee's Mortgage Files to Lease and the Indenture TrusteeLease Supplement.
Appears in 1 contract
Samples: Participation Agreement (Atlantic Coast Airlines Inc)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents on the date hereof and as of the Certificate Closing Date and the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates to be delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly executed and validly authorizeddelivered or, in the case of the Operative Agreements identified in Section 4.02(c) hereof, will on the Delivery Date be executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or state governmental authority having jurisdiction over the Indenture Trustee or agency governing its subsidiariesbanking and trust powers; and
(fv) There are no actions, suits or proceedings before or against or investigations ofon the Certificate Closing Date, the Indenture Trustee pending, or to holds the knowledge Liquid Collateral on behalf of the Indenture TrusteeOwner Trustee and on the Delivery Date, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or will hold the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery original counterparts of the respective Indenture Trustee's Mortgage Files to Lease and the Indenture TrusteeLease Supplement.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents on the date hereof, on the Certificate Closing Date and on the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Indenture and this Agreement.Agreement and the other Operative Agreements to which it is or is to be a party and to authenticate the Certificates to be delivered on the Certificate Closing Date;
(cii) This the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Certificate Closing Date have been duly authorized by all necessary action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal, state or local law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture, this Agreement and the other Operative Agreements to which it is or is to be a party has been duly executed and validly authorizeddelivered or, in the case of the Operative Agreements identified in Section 4.02(c) hereof, will on the Delivery Date be executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the rights enforcement of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Datecreditors' rights;
(eiv) None of neither the execution and delivery by it of this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal, state or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or local governmental authority having jurisdiction over the Indenture Trustee or agency governing its subsidiariesbanking and trust powers; and
(fv) There are no actions, suits or proceedings before or against or investigations ofon the Certificate Closing Date, the Indenture Trustee pending, or to holds the knowledge Liquid Collateral on behalf of the Indenture TrusteeOwner Trustee and on the Delivery Date, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or will hold the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery original counterparts of the respective Indenture Trustee's Mortgage Files to Lease and the Indenture TrusteeLease Supplement.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Servicer, the TrustDepositor, the Master Servicer, the Note Insurer Custodian and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(ai) The Indenture Trustee is duly organized and validly existing as a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted;
(bii) The Indenture Trustee has the requisite power and authority to execute, execute and deliver and perform, this Agreement and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with carry out its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance this Agreement have been duly authorized by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Dateall necessary corporate action;
(eiii) None of the execution and delivery of this Agreement, the The consummation of the transactions contemplated hereby or thereby, or by this Agreement and the fulfillment of or compliance with the terms hereof do not conflict with, result in any breach of any of the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach provisions of, or constitutes constitute (with or will constitute without notice or lapse of time) a default or results or will result in an acceleration under (A) under, the articles of association organization or bylaws of the Indenture Trustee, Trustee or (B) of any term, condition or provision of any material indenture, deed of trust, contract agreement or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or and
(iiiv) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to To the Indenture Trustee of Trustee’s best knowledge, there are no proceedings or investigations pending or threatened before any court court, regulatory body, administrative agency or other governmental authority instrumentality having jurisdiction over the Indenture Trustee or its subsidiaries; and
properties: (fA) There are no actionsasserting the invalidity of this Agreement, suits or proceedings before or against or investigations of, (B) seeking to prevent the Indenture Trustee pending, or to the knowledge consummation of any of the Indenture Trustee, threatened, before transactions contemplated by this Agreement or (C) seeking any court, administrative agency determination or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would ruling that might materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreementunder, or the validity or enforceability of of, this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Custodian on behalf of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NovaStar Mortgage Funding Trust, Series 2006-1)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents that, on the date hereof:
(i) it is a national banking association Massachusetts trust company duly organized, organized and validly existing and in good standing under the laws of the United States Commonwealth of America.
(b) The Indenture Trustee Massachusetts and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Indenture, this Agreement and the Original Agreements to which it is a party and to authenticate the Certificates to be delivered on the Refunding Date;
(ii) the Indenture and this Agreement., the Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates to be delivered on the Refunding Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Massachusetts law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(ciii) This Agreement each of the Indenture and this Agreement, the Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this Agreement, the consummation Original Agreements to which it is a party and the other Operative Agreements to which it is or is to be a party, nor the performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) the articles of association or bylaws representations and warranties of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument Trustee set forth in the Original Agreements to which the Indenture Trustee it is a party or by which it is bound; or were correct on and as of the Delivery Date (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable except to the Indenture Trustee extent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessuch earlier date); and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to holds the knowledge original counterparts of the Indenture TrusteeOriginal Lease, threatenedthe Lease Supplement, before any court, administrative agency or other tribunal, Ancillary Agreement I and no notice the Warranty Bill of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture TrusteeSale.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents on the date hereof and as of the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is (or will be, as the case may be), the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeDelivery Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over Lease Supplement and the Indenture Trustee or its subsidiariesAncillary Agreement I; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Certificate Closing Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Hedge Providers, the Servicer, the Trust, the Master Servicer, the Note Insurer Depositor and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.;
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).;
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby Citibank, N.A. represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that agrees as of the date of this Agreement or Closing Date to the Issuer as of such date specifically provided hereinfollows:
(a) The Indenture Trustee is a national banking association or a bank and trust company, duly organized, organized and validly existing and in good standing under the laws of the United States of America, licensed to conduct a trust business in the State of New York and maintaining a corporate trust office in New York City, and, in its capacity as Indenture Trustee, has the necessary power (corporate or otherwise) and authority to accept the trusts created under this Indenture and to execute, deliver and perform all action required of it under this Indenture and to carry on its business as now conducted.
(b) The execution, delivery and performance by the Indenture Trustee has of this Indenture and the requisite power and authority to executeacceptance of the trusts created under this Indenture, deliver and performhave been duly authorized by all necessary corporate action on the part of the Indenture Trustee, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement Indenture has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution Trustee and delivery hereof by the other parties hereto, this Indenture constitutes or will constitute the legal, valid and binding agreement obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms, except as such enforcement 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).
(dc) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the The execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiaries; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of this Indenture (i) will not violate any law, rule or regulation or any order, writ, judgment or decree of any court of the United States, its obligations under this Agreement, jurisdiction of organization or the validity State of New York governing the banking or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery trust powers of the respective Indenture Trustee's Mortgage Files to Trustee and (ii) will not violate any provision of the certificate of incorporation or bylaws or other charter documents of the Indenture Trustee.
(d) The execution, delivery and performance by the Indenture Trustee of this Indenture will not require any corporate, financial, regulatory or other action by it, including, without limitation, the authorization, consent, or approval of, the filing with, or the taking of other action by, any governmental authority of the United States, its jurisdiction of organization or the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer Seller and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2004-3)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Issuing Entity, the Swap Provider, the Servicer, the Trust, the Master Servicer, the Note Insurer Depositor and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.;
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).;
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as a Loan Participant, the Pass Through Trustee or the Agent) represents as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Indenture, this Agreement and the Original Agreements to which it is a party and to authenticate the Certificates to be delivered on the Refunding Date;
(ii) the Indenture and this Agreement., and the authentication of the Certificates to be delivered on the Refunding Date have been duly authorized by all necessary action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal, state or local law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(ciii) This each of the Indenture, this Agreement and the Original Agreements and the other Operative Agreements to which it is a party has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the rights enforcement of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Datecreditors' rights;
(eiv) None of neither the execution and delivery by it of this AgreementAgreement and the Original Agreements and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal, state or constitutes local governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) the articles of association or bylaws representations and warranties of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument Trustee set forth in the Original Agreements to which the Indenture Trustee it is a party or by which it is bound; or were correct on and as of the Delivery Date (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable except to the Indenture Trustee extent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessuch earlier date) ; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to holds the knowledge original counterparts of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, Original Lease and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture TrusteeLease Supplement.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Trust, the Swap Provider, the Servicer, the Trust, the Master Servicer, the Note Insurer Seller and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.;
(b) The Indenture Trustee has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement.;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).;
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) to the best of its knowledge, of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessubsidiaries which violation would materially and adversely affect the Indenture Trustee’s performance of its duties hereunder; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pendingTrustee, pending or to the knowledge of the Indenture Trustee, Trustee threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's ’s reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-2)
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby representsrepresents and warrants to, warrants and covenants to the Backup Servicer, the Trustwith, the Master Servicer, the Note Insurer Servicer and the Sponsor that Servicer as of the date of this Agreement or as of such date specifically provided hereinClosing Date that:
(a) The Indenture Trustee is a national banking association duly organizedorganized under the laws of the United States, is validly existing and in good standing standing, and has the corporate power and authority under the laws of the United States of Americato conduct its corporate trust business as now conducted.
(b) The Indenture Trustee has the requisite full power and authority to executeenter into and perform all transactions contemplated herein and no consent, deliver and performapproval, and authorization, or order of any federal, state, or local court or governmental agency or body governing or having jurisdiction with respect to the Indenture Trustee's trust powers is required for the Indenture Trustee to enter into this Agreement and consummate transactions contemplated by this Agreementto perform its obligations hereunder.
(c) The execution, delivery, and performance by it of this Agreement (a) do not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (b) do not violate any provision of its corporate charter or by-laws, or (c) to the best of its knowledge do not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any of the property of the Issuer pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking other than this Agreement to which it is a party.
(d) This Agreement has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution Trustee and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid valid, and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as such enforcement 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).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiaries; and
(f) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee.,
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as a Loan Participant, the Pass Through Trustee or the Agent) represents as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by perform its obligations under the Indenture, this Agreement and the Original Agreements to which it is a party and to authenticate the Certificates to be delivered on the Refunding Date;
(ii) the Indenture and this Agreement., and the authentication of the Certificates to be delivered on the Refunding Date have been duly authorized by all necessary action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal, state or local law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(ciii) This each of the Indenture, this Agreement and the Original Agreements and the other Operative Agreements to which it is a party has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the rights enforcement of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Datecreditors' rights;
(eiv) None of neither the execution and delivery by it of this AgreementAgreement and the Original Agreements and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal, state or constitutes local governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) the articles of association or bylaws representations and warranties of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument Trustee set forth in the Original Agreements to which the Indenture Trustee it is a party or by which it is bound; or were correct on and as of the Delivery Date (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable except to the Indenture Trustee extent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariessuch earlier date); and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the Indenture Trustee pending, or to holds the knowledge original counterparts of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, Original Lease and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture TrusteeLease Supplement.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided hereinthat:
(ai) The Indenture Trustee is a national banking association duly organized, an entity validly existing and in good standing under the applicable laws of the United States jurisdiction of America.its organization;
(bii) The Indenture Trustee has the requisite full corporate power and authority to execute, deliver and performperform its obligations under this Indenture and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Indenture and other Transaction Documents to enter into and consummate transactions contemplated by this Agreement.which it is a party;
(ciii) This Agreement Each of this Indenture and the other Transaction Documents to which it is a party has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, and, assuming the due authorization, execution Trustee and delivery hereof by the other parties hereto, constitutes or will constitute the its legal, valid and binding agreement of the Indenture Trustee, enforceable against the Indenture Trustee obligation in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating terms subject to or affecting the rights of creditors generally, bankruptcy and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).equitable principles;
(div) No consent, approval, authorization or order license, exemption of or filing or registration or filing with, or giving of notice to, or other authorization of or by, any Iowa or federal court, administrative agency or other governmental authority governing the Indenture Trustee’s trust powers is or court is shall be required for in connection with the execution, delivery and or performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of this Indenture and each other Transaction Document to which it is a party for the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the valid consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the articles of association or bylaws of the Indenture Trustee, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation of any statute, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiaries; andEAST\146409251.8147895167.4
(fv) There are is no actionsaction, suits suit, proceeding or proceedings before or against or investigations ofinvestigation pending or, the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, threatened against or affecting the Indenture Trustee before or by any court, administrative agency or other tribunalgovernmental authority that brings into question the validity of the transactions contemplated hereby, or that might result in any Material Adverse Effect; and
(vi) The execution, delivery and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood Indenture and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery each of the respective Indenture Trustee's Mortgage Files Transaction Documents to which it is a party does not and shall not (i) violate any provision of any law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Indenture TrusteeTrustee or (ii) violate any provision of its charter documents.
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents as of the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeDelivery Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over Lease Supplement and the Indenture Trustee or its subsidiariesAncillary Agreement I; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Certificate Closing Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents as of the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is a party and to authenticate the Certificates delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeDelivery Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over the Indenture Trustee or its subsidiariesLease Supplement and Ancillary Agreement I; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Certificate Closing Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 1 contract
Representations, Warranties and Covenants of the Indenture Trustee. The Indenture Trustee hereby represents, warrants and covenants to the Backup Servicer, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Indenture Trustee in its individual capacity (other than as the Pass Through Trustee) represents as of the Delivery Date as follows:
(i) it is a national banking association duly organized, organized and validly existing and in good standing under the laws of the United States of America.
(b) The Indenture Trustee America and has the requisite power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated perform its obligations under the Indenture, this Agreement and the other Operative Agreements to which it is or is to be a party and to authenticate the Certificates delivered on the Certificate Closing Date;
(ii) the Indenture and this Agreement and the other Operative Agreements to which it is or is to be a party, and the authentication of the Certificates delivered on the Certificate Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any Federal or Utah law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under, its articles of association or by-laws;
(iii) each of the Indenture and this Agreement.
(c) This Agreement , and the other Operative Agreements to which it is or is to be a party, has been duly and validly authorized, executed and delivered by the Indenture Trustee, all requisite action having been taken, it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute that each such agreement is the legal, valid and binding agreement obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating or equitable principles of general application to or affecting the enforcement of creditors' rights of creditors generally, and by general equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law).
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Indenture Trustee with this Agreement or the consummation by the Indenture Trustee of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(eiv) None of neither the execution and delivery by it of the Indenture and this AgreementAgreement and the other Operative Agreements to which it is or is to be a party, nor the consummation performance by it of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the fulfillment taking of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result any other action in a breach respect of, any Federal or constitutes state governmental authority or will constitute a default or results or will result in an acceleration under agency governing its banking and trust powers;
(Av) on the articles of association or bylaws of the Indenture TrusteeDelivery Date, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound; or (ii) results or will result in a violation hold the original counterparts of any statutethe Lease and the Ancillary Agreement I and on the Lease Commencement Date, rule, regulation, order, judgment or decree applicable to the Indenture Trustee of any court or governmental authority having jurisdiction over will hold the Indenture Trustee or its subsidiariesLease Supplement; and
(fvi) There are no actions, suits or proceedings before or against or investigations of, the representations and warranties of the Indenture Trustee pending, or to the knowledge of the Indenture Trustee, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Indenture Trustee's reasonable judgment, would materially and adversely affect the performance by the Indenture Trustee of its obligations under this Agreement, or the validity or enforceability of this Agreement. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.04 shall survive delivery the Original Agreements to which it is a party were correct on and as of the respective Indenture Trustee's Mortgage Files Certificate Closing Date (except to the Indenture Trusteeextent such representations expressly related solely to a specified earlier date, in which case such warranties and representations were correct on and as of such earlier date).
Appears in 1 contract
