Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:
(i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is 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.
(ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.
(iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement 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 gover...
Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Bondholders, as of the Closing Date, that:
(i) The Special Servicer is a ___________________ duly organized, validly existing and in good standing under the laws of the State of ____________ and is 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.
(ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special 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 the breach of, any material agreement or other instrument to which it is a party or by which it is bound.
(iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement 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 regulatory authority, which violation, in the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer ...
Representations and Warranties of the Special Servicer. Representations and Warranties of the Trustee and the REMIC Administrator......................................... Section 2.08 [RESERVED]................................................... Section 2.09 Issuance of the Class R-I Certificates; Creation of the REMIC I Regular Interests................................... Section 2.10 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the Trustee..................................... Section 2.11 Issuance of the REMIC II Certificates........................ Section 2.12
Representations and Warranties of the Special Servicer. Certain Matters Regarding the Purchase of the Loan Group Trust Mortgage Loans........................................ Section 3.27
Representations and Warranties of the Special Servicer. Situs Holdings, LLC, as the Special Servicer, hereby represents and warrants to the other parties hereto and the Companion Loan Holders that as of the Closing Date:
Representations and Warranties of the Special Servicer. The Special Servicer hereby represents and warrants to the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
Representations and Warranties of the Special Servicer. Xxxxx Financial, a Division of Truist Bank, successor by merger to SunTrust Bank, as the Special Servicer, hereby represents and warrants to the other parties hereto that as of the Closing Date:
Representations and Warranties of the Special Servicer. Representations and Warranties of the Trustee and the REMIC Administrator......................................
Representations and Warranties of the Special Servicer. Representations and Warranties of the Trustee and the REMIC Administrator......................................... Section 2.08 Execution, Authentication and Delivery of Class CC Certificates, Class SS and Class UH Certificates; Creation of Component Mortgage Loan REMIC Regular Interests and Component Mortgage Loan REMIC Residual Interest.................................................... Section 2.09 Issuance of the Class R-I Certificates; Creation of the REMIC I Regular Interests................................... Section 2.10 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the Trustee..................................... Section 2.11 Issuance of the REMIC II Certificates........................ Section 2.12
Representations and Warranties of the Special Servicer. 68 2.08. Representations and Warranties of the Trustee ........... 69 2.09. Representations and Warranties of the Fiscal Agent ...
