Representations and Warranties of the Backup Servicer. The Backup Servicer in its individual capacity and as Backup Servicer represents and warrants as follows:
Representations and Warranties of the Backup Servicer. The Backup Servicer, including in its role as successor Servicer, represents, warrants and covenants as of the date of execution and delivery of this Agreement:
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following:
Representations and Warranties of the Backup Servicer. The Backup Servicer represents and warrants as of the Closing Date:
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following:
(a) The Backup Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States.
(b) The execution and delivery of this Indenture and the other Transaction Documents to which the Backup Servicer is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Backup Servicer is a party by the Backup Servicer, will not violate the Backup Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound.
(c) The Backup Servicer has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a party, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party.
(d) This Indenture and the other Transaction Documents to which it is a party, assuming due authorization, execution and delivery by the other parties hereto, constitute the valid and binding obligations of the Backup Servicer, enforceable against the Backup Servicer in accordance with the terms hereof and thereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(e) The Backup Servicer is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regula...
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Owner Trustee, the Indenture Trustee, the Securityholders and the Hedge Counterparties, as follows:
Representations and Warranties of the Backup Servicer. The Backup Servicer makes the following representations and warranties upon which the Issuer is deemed to have relied in acquiring the Depositor Conveyed Assets. Such representations are made as of the date of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the transfer of the Depositor Conveyed Assets to the Issuer and the pledge thereof to the Indenture Trustee in accordance with the terms of the Indenture.
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following
(i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona;
(ii) has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party; and
(iii) has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to make such filing will not have a material adverse effect on the Backup Servicer activities or its ability to perform its obligations under the Transaction Documents.
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Insurer, the Trustee and the Servicer that as of the date of this Agreement or as of such date specifically provided herein;
(a) The Backup Servicer is a limited partnership duly organized and validly existing under the laws of the State of Texas;
(b) All necessary partnership, regulatory or other similar action has been taken to authorize and empower the Backup Servicer and the officers or representatives acting on the Backup Servicer's behalf, and the Backup Servicer has full power and authority, and the legal right, to execute, deliver and perform this Agreement.
(c) This Agreement has been duly authorized, executed and delivered by the Backup Servicer and the performance and compliance with the terms of this Agreement will not conflict with, result in any breach of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under the Backup Servicer's partnership agreement any material contract, indenture, lease, credit agreement or any other agreement or instrument to which the Backup Servicer is a party or which may be applicable to the Backup Servicer or any of its assets and will not result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, or other instrument (other than the Agreement);
(d) This Agreement shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law;
(e) The Backup Servicer is duly licensed and qualified to transact business and is in good standing under the laws of each state in which such qualification is required to perform the functions specified herein and this Agreement constitutes a valid, legal and binding obligation of the Backup Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity;
(f) The Backup Servicer is not in violation of, and the execution, delivery and performance of this Agreement by the Backup Servicer w...
Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Buyer, the Seller, the Servicer and the Buyer, as of the Closing Date and the Assumption Date, the following:
