REPRESENTATIONS, WARRANTIES AND. Covenants of the Servicer and Seller. ------------------------------------ Chevy Chase, as Seller and Servicer, hereby represents and warrants to, and covenants with, the Depositor, the Insurer and the Trustee that, as of the date hereof: (i) Chevy Chase is a federal savings bank, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (ii) Chevy Chase has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of Chevy Chase the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of Chevy Chase, enforceable against Chevy Chase in accordance with its terms, except that (A) the enforceability thereof may be limited to bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) the execution and delivery of this Agreement by Chevy Chase, the servicing of the Mortgage Loans by Chevy Chase hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of Chevy Chase and will not (A) result in a material breach of any term or provision of the charter or by-laws of Chevy Chase or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which Chevy Chase is a party or by which it may be bound, or any statute, order or regulation applicable to Chevy Chase of any court, regulatory body, administrative agency or governmental body having jurisdiction over Chevy Chase; and Chevy Chase is not a party to, bound by, or in breach or violation of any material indenture or other material agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or, to ▇▇▇▇▇ ▇▇▇▇▇'▇ knowledge would in the future materially and adversely affect, (1) the ability of Chevy Chase to perform its obligations under this Agreement or (2) the business, operations, financial condition, properties or assets of the Servicer taken as a whole; (iv) Chevy Chase is, and will remain, subject to supervision and examination by any state or federal authority as may be applicable and will remain in good standing and qualified to do business where so required by applicable law and is, and will remain an approved servicer of conventional mortgage loans for FNMA or FHLMC; (v) no litigation is pending or, to the best of ▇▇▇▇▇ ▇▇▇▇▇'▇ knowledge, threatened, against Chevy Chase that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of Chevy Chase to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) Chevy Chase will at all times comply in the performance of its obligations under this Agreement with all reasonable rules and requirements of the insurer under each Required Insurance Policy; (vii) no written information, certificate of an officer, statement furnished in writing or written report delivered to the Insurer, the Depositor, any affiliate of the Depositor or the Trustee and prepared by Chevy Chase pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, certificate, statement or report not misleading; (viii) except for permits and similar authorizations required under the securities or "blue sky" laws no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Chevy Chase of, or compliance by Chevy Chase with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, Chevy Chase has obtained the same; (ix) Chevy Chase will service the Mortgage Loans in accordance with the standards set forth in this Agreement; and (x) this Agreement and all other documents related hereto to which the Seller is a party have been approved by the Seller's board of directors, which approval is reflected in the minutes of such board, and shall continuously from the time of each such document's execution, be maintained as an official record of the Seller.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
REPRESENTATIONS, WARRANTIES AND. Covenants CovenantsEach Grantor represents, warrants and covenants, as to itself and the other Grantors, to and with the Collateral Agent, for the benefit of the Servicer and Seller. ------------------------------------ Chevy ChaseSecured Parties, as Seller and Servicer, hereby represents and warrants to, and covenants with, the Depositor, the Insurer and the Trustee that:
(a) Schedule I correctly sets forth, as of the Closing Date and as of each date hereof:on which a supplement to Schedule I is delivered pursuant to Section 2.02(c), the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, Promissory Notes and Instruments required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;
(b) the Pledged Equity issued by a wholly owned Restricted Subsidiary of the Borrower and the Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a wholly owned Restricted Subsidiary of the Borrower, to the best of the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) Chevy Chase is in the case of Pledged Equity (other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a federal savings bank, validly existing and in good standing under Person other than the laws Borrower or a wholly owned Restricted Subsidiary of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such StateBorrower, to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing best of the Mortgage Loans in accordance with the terms of this Agreement;
(ii) Chevy Chase has the full corporate power and authority to service each Mortgage LoanBorrower’s knowledge), and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of Chevy Chase the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor and the Trustee, constitutes a are legal, valid and binding obligation obligations of Chevy Chasethe issuers thereof, enforceable against Chevy Chase in accordance with its termssubject to applicable Debtor Relief Laws and general principles of equity.
(c) (i) each Grantor holds the Pledged Securities indicated on Schedule I as owned by such Grantor free and clear of all Liens, except that other than (A) Liens created by the enforceability thereof may be limited to bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the remedy Credit Agreement, and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the liens permitted pursuant to this Section 2.03(c)), however arising, of specific performance all Persons whomsoever;
(d) (i) except for (x) restrictions and injunctive limitations imposed by the Loan Documents or securities laws generally or Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and (y) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, and (ii) except as described in the Perfection Certificate or any other forms Loan Document, including, without limitation, Section 7.01 of equitable relief may the Credit Agreement, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to the equitable defenses any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that would prohibit, impair, delay or otherwise affect in any manner material and adverse to the discretion Secured Parties the pledge of such Pledged Collateral hereunder, the court before which any proceeding therefor may be broughtsale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;
(iiie) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) no consent or approval of any Governmental Authority in the United States, any securities exchange or any other Person was or is necessary to the validity and perfection of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement by Chevy Chasetogether with such stock powers or similar instruments of transfer executed in blank, the servicing of the Mortgage Loans by Chevy Chase hereunderCollateral Agent will obtain a legal, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of Chevy Chase and will not (A) result in a material breach of any term or provision of the charter or by-laws of Chevy Chase or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which Chevy Chase is a party or by which it may be bound, or any statute, order or regulation applicable to Chevy Chase of any court, regulatory body, administrative agency or governmental body having jurisdiction over Chevy Chase; and Chevy Chase is not a party to, bound by, or in breach or violation of any material indenture or other material agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or, to ▇▇▇▇▇ ▇▇▇▇▇'▇ knowledge would in the future materially and adversely affect, (1) the ability of Chevy Chase to perform its obligations under this Agreement or (2) the business, operations, financial condition, properties or assets of the Servicer taken as a whole;
(iv) Chevy Chase is, and will remain, subject to supervision and examination by any state or federal authority as may be applicable and will remain in good standing and qualified to do business where so required by applicable law and is, and will remain an approved servicer of conventional mortgage loans for FNMA or FHLMC;
(v) no litigation is pending orvalid and, to the best extent governed by the UCC, first-priority (subject to any Liens permitted pursuant by Section 7.01 of ▇▇▇▇▇ ▇▇▇▇▇'▇ knowledge, threatened, against Chevy Chase that would materially the Credit Agreement) perfected lien upon and adversely affect security interest in such Pledged Securities as security for the execution, delivery or enforceability of this Agreement or the ability of Chevy Chase to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;
(vi) Chevy Chase will at all times comply in the payment and performance of its obligations under this Agreement with all reasonable rules and requirements of the insurer under each Required Insurance Policy;
(vii) no written information, certificate of an officer, statement furnished in writing or written report delivered to the Insurer, the Depositor, any affiliate of the Depositor or the Trustee and prepared by Chevy Chase pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, certificate, statement or report not misleading;
(viii) except for permits and similar authorizations required under the securities or "blue sky" laws no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Chevy Chase of, or compliance by Chevy Chase with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, Chevy Chase has obtained the same;
(ix) Chevy Chase will service the Mortgage Loans in accordance with the standards set forth in this AgreementSecured Obligations; and
(xh) this Agreement and all the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein. Notwithstanding anything herein to the contrary, none of the Grantors shall be required: (i) other documents related hereto to which the Seller is a party have been approved than in respect of Pledged Collateral constituting Certificated Securities of wholly-owned Restricted Subsidiaries directly owned by the Seller's board Borrower or any Grantor, to perfect the security interests hereunder through “control” (including for the avoidance of directorsdoubt, which approval is reflected to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control” other than the Collateral Account), (ii) to perfect by possession of Promissory Notes or any other Instruments evidencing a face principal amount not in excess of $5,000,000 and (iii) to take any actions in any non-U.S. jurisdiction or required by the minutes laws of such board, and shall continuously from the time of each such document's execution, be maintained as an official record any non-U.S. jurisdiction to create any security interests in assets located or titled outside of the SellerU.S. or to perfect any security interest in such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).
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