Covenants, Representations and Warranties of the Servicer. As of the Initial Closing Date with respect to the Initial Receivables and as of each Subsequent Closing Date with respect to the Additional Receivables purchased on each such Subsequent Closing Date, the Servicer hereby makes the following representations, warranties and covenants on which XXXX relies in accepting the Receivables hereunder and pursuant to the related First Step Receivables Assignment, and on which the Issuing Entity shall rely in accepting such Receivables and executing and delivering the Securities under the Further Transfer and Servicing Agreements.
(a) The Servicer covenants that from and after the closing hereunder:
Covenants, Representations and Warranties of the Servicer. As of the Closing Date, the Servicer hereby makes the following representations, warranties and covenants on which CXXX relies in accepting the Receivables hereunder and pursuant to the related First Step Receivables Assignment, and on which the Issuing Entity shall rely in accepting such Receivables and executing and delivering the Securities under the Further Transfer and Servicing Agreements.
(a) The Servicer covenants that from and after the closing hereunder:
Covenants, Representations and Warranties of the Servicer. As of the Closing Date, the Servicer hereby makes the following representations, warranties and covenants on which Ally Auto relies in accepting the Receivables hereunder and pursuant to the related First Step Receivables Assignment, and on which the Issuing Entity shall rely in accepting such Receivables and executing and delivering the Securities under the Further Transfer and Servicing Agreements.
(a) The Servicer covenants that from and after the closing hereunder:
Covenants, Representations and Warranties of the Servicer. As of the closing hereunder, the Servicer hereby makes the following representations, warranties and covenants on which CARI relies in accepting the Receivables hereunder and on which the Xxsuer shall rely in accepting the Receivables and executing and delivering the Securities under the Further Transfer and Servicing Agreements.
(a) The Servicer covenants that from and after the closing hereunder:
Covenants, Representations and Warranties of the Servicer. The Servicer hereby makes the following representations, warranties and covenants to the Issuer, the Depositor, the Backup Servicer, the Agent and the Indenture Trustee and the Noteholders on which the Issuer and the Indenture Trustee rely in accepting the Receivables in trust and in connection with the performance by the Indenture Trustee and the Backup Servicer of their respective obligations hereunder. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture:
(a) The Servicer covenants that, except as expressly otherwise permitted pursuant to the terms of this Agreement:
Covenants, Representations and Warranties of the Servicer. The Servicer represents and warrants to, and covenants with, the Assignee that:
a. The representations and warranties made by the Servicer under Subsection 7.01 and Subsection 7.02 of the Purchase Agreement are true and correct in all material respects as of the date hereof and no event has occurred which, with notice or the passage of time, would constitute a default under the Purchase Agreement.
b. The Servicer acknowledges and agrees that upon execution of this Agreement, [___________] shall become the "Purchaser" under the Purchase Agreement but not the Servicing Rights Owner, and all representations, warranties and covenants by the Servicer as the "Seller" thereunder, including, but not limited to, the representations, warranties and covenants to repurchase any Mortgage Loan and to indemnify the "Purchaser", shall accrue to [__________] by virtue of this Agreement.
Covenants, Representations and Warranties of the Servicer. The Servicer hereby makes the following representations, warranties and covenants to the Issuer, the Depositor, the Backup Servicer, the Agent and the Indenture Trustee and the Noteholders on which the Issuer and the Indenture Trustee rely in accepting the Receivables in trust and in connection with the performance by the Indenture Trustee and the Backup Servicer of their respective obligations hereunder; provided, that, notwithstanding the foregoing, no successor Servicer shall make the representations, warranties and covenants set forth in clause (a)(v) or (b)(x) below. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture:
(a) The Servicer covenants that, except as expressly otherwise permitted pursuant to the terms of this Agreement:
Covenants, Representations and Warranties of the Servicer. By execution of this Agreement, the Servicer makes the following covenants, representations and warranties as of each Purchase Date, on which the Certificateholder and each Owner relies:
(a) It has been duly formed and is validly existing and in good standing under the laws of the State of New York, with power and authority to own or lease its properties and to conduct its business as such properties are currently owned or leased and as such business is currently conducted and is proposed to be conducted pursuant to this Agreement, the Subordination of Interest Agreement, the Agency Agreement, the BoA Acknowledgment Agreement, any Subservicing Agreement and all documents and certificates contemplated thereby or delivered in connection therewith (collectively, the “Basic Documents”).
(b) It has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement or any of the Basic Documents requires such qualification.
(c) It has the power and authority to execute and deliver this Agreement and the Basic Documents and to perform its obligations pursuant hereto; and the execution, delivery and performance by it of this Agreement and the Basic Documents have been duly authorized by all necessary entity action.
(d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by it of this Agreement or any of the Basic Documents, except for such as have been obtained, effected or made.
(e) The consummation of the transactions contemplated by this Agreement or any of the Basic Documents and the fulfillment by it of its obligations under this Agreement or any of the Basic Documents do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under, its organizational documents or any material indenture, agreement, mortgage, deed of trust or other material instrument to which it is a party or by which it is bound, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such material indenture, agreement, mortgage, deed of trust or other material instrument, or violate any law, order, rule or regulation applicable to it of any court or...
Covenants, Representations and Warranties of the Servicer. (a) The Servicer covenants to the Borrower, the Agent and the Lenders as follows:
Covenants, Representations and Warranties of the Servicer. As of the Initial Closing Date with respect to the Initial Receivables and as of each Additional Closing Date with respect to the Additional Receivables purchased on each such Additional Closing Date, the Servicer hereby makes the following representations, warranties and covenants on which XXXX relies in accepting the Receivables hereunder and pursuant to the First Step Receivables Assignments, and on which the Issuer shall rely in accepting such Receivables and executing and delivering the Securities under the Second Step Transfer and Servicing Agreements.
(a) The Servicer covenants that from and after the closing hereunder:
