Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:
Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Owner as of each Closing Date:
(a) Due Organization and Authority. The Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the terms of this Agreement; the Servicer has the full power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;
Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller, the Master Servicer, the Depositor and the Trustee, as of the Servicing Transfer Date:
Representations, Warranties and Agreements of the Servicer. Section 6.02 Remedies for Breach of Representations and Warranties of the Servicer................................................35 Section 6.03 Representations and Warranties of the Owner...................36 Section 6.04 Remedies for Breach of Representations and Warranties of the Owner...................................................37
Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller and the Buyer as of the date hereof and as of the related Transfer Date:
(a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and has all licenses necessary to carry on its business as now being conducted;
(b) The Servicer has the full corporate power, authority and legal right to execute and deliver this Agreement and to perform its obligations in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby by the Servicer have been duly and validly authorized;
(c) This Agreement and all agreements contemplated hereby to which the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditions; and
(d) No litigation is pending or, to the best of the Servicer’s knowledge, threatened, against the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its obligations under this Agreement. The representations and warranties of the Servicer set forth in this Section 5.02 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminated.
Representations, Warranties and Agreements of the Servicer. The Servicer hereby makes to the MSR Owner, as of the date hereof and as of the date of each transfer hereunder, the representations and warranties set forth on Exhibit B.
Representations, Warranties and Agreements of the Servicer. Remedies for Breach of Representations and Warranties of the Servicer. ............................................3 Section 6.03 Additional Indemnification by the Servicer; Third Party Claims. ..................................................3
Representations, Warranties and Agreements of the Servicer. Section 6.02. Remedies for Breach of Representations and Warranties of the Servicer. Section 6.03. Additional Indemnification by the Servicer; Third Party Claims.
Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Owner as of the date hereof:
Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller, the Master Servicer, the Securities Administrator, the Program Administrator, the NIMS Insurer, if any, and the Trustee as of the Closing Date:
