The Prudential Sample Clauses

The Prudential. Master Servicer hereby represents and warrants to and covenants with the Trustee and the Paying Agent, as of the date hereof: (i) the Prudential Master Servicer is duly organized, validly existing and in good standing as a corporation under the laws of the Sate of Delaware, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Prudential Master Servicer's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Prudential Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Prudential Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Prudential Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the General Master Servicer, the Trustee, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Prudential Master Servicer enforceable against the Prudential Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors' rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects its ability to ...