PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES Sample Clauses

The "Primary Servicer Representations and Warranties" clause defines the assurances and commitments made by the primary servicer regarding its qualifications, authority, and ability to perform its duties under the agreement. Typically, this clause requires the servicer to confirm it is properly licensed, in good standing, and has the necessary experience and resources to manage the servicing of loans or assets. By setting out these representations and warranties, the clause helps ensure that the party responsible for servicing meets agreed standards, thereby reducing the risk of non-performance or legal issues for the other parties involved.
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Master Servicer under Section 2.06 of the Pooling and Servicing Agreement; provided, however, that (i) references therein to the Master Servicer shall be deemed references to the Primary Servicer and references to the Trustee shall be deemed references to the Master Servicer and (ii) in lieu of the representation described in the first clause of Section 2.06(a)(i) of the Pooling and Servicing Agreement, the Primary Servicer represents that the Primary Servicer is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction of its organization. Primary Servicer further represents that since origination of each Mortgage Loan and A/B Mortgage Loan, Primary Servicer has serviced each of the Mortgage Loans and A/B Mortgage Loans in accordance with its terms.
View SourceView Similar (20)
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. (a) The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Master Servicer under Section 8.20 of the Pooling and Servicing Agreement; provided, however, that (i) references therein to the Master Servicer shall be deemed references to the Primary Servicer and references to the Trustee shall be deemed references to the Master Servicer and (ii) in lieu of the representation described in the first clause of Section 8.20(a)(i) of the Pooling and Servicing Agreement, the Primary Servicer represents that the Primary Servicer is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction of its organization. Primary Servicer further represents that since origination of each Mortgage Loan and A/B Mortgage Loan, Primary Servicer has serviced each of the Mortgage Loans and A/B Mortgage Loans in accordance with its terms. (b) The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Primary Servicer to the Depositor under Section 1.02 of that certain Indemnification Agreement, dated January 19, 2007, between the Primary Servicer, the Depositor and the Underwriter.
View SourceView Similar (10)
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Master Servicer under Section ___ of the Pooling and Servicing Agreement; provided, however, that references therein to the Master Servicer shall be deemed to be references to the Primary Servicer and references to the Trustee shall be deemed references to the Master Servicer.
View SourceView Similar (6)
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Master Servicer under Section 8.20 of the Pooling and Servicing Agreement; provided, however, that (i) references therein to the Master Servicer shall be deemed references to the Primary Servicer and references to the Trustee shall be deemed references to the Master Servicer and (ii) in lieu of the representation described in the first clause of Section 8.20(a)(i) of the Pooling and Servicing Agreement, the Primary Servicer represents that the Primary Servicer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
View SourceView Similar (5)
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. The Primary Servicer hereby makes for the benefit of the Master Servicer the same representations and warranties as are made by the Master Servicer under Section 8.20 of the Pooling and Servicing Agreement; provided, however, that (a) references therein to the Master Servicer shall be deemed references to the Primary Servicer and references to the Trustee shall be deemed references to the Master Servicer, (b) the Primary Servicer is duly organized, validly existing and in good standing as a limited liability company under the laws of the jurisdiction of its organization. Primary Servicer further represents that since origination of each Mortgage Loan, Primary Servicer has serviced each of the Mortgage Loans in accordance with its terms.
View SourceView Similar (2)
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. THE PRIMARY SERVICER HEREBY MAKES FOR THE BENEFIT OF THE MASTER SERVICER THE SAME REPRESENTATIONS AND WARRANTIES AS ARE MADE BY THE MASTER SERVICER UNDER SECTION 8.20 OF THE POOLING AND SERVICING AGREEMENT; PROVIDED, HOWEVER, THAT (A) REFERENCES THEREIN TO THE MASTER SERVICER SHALL BE DEEMED REFERENCES TO THE PRIMARY SERVICER AND REFERENCES TO THE TRUSTEE SHALL BE DEEMED REFERENCES TO THE MASTER SERVICER, (B) THE PRIMARY SERVICER IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION. PRIMARY SERVICER FURTHER REPRESENTS THAT SINCE ORIGINATION OF THE EACH MORTGAGE LOAN, PRIMARY SERVICER HAS SERVICED EACH OF THE MORTGAGE LOANS IN ACCORDANCE WITH ITS TERMS. 9 ARTICLE III 9 DOCUMENTS AND OTHER MATTERS 9
View Source
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. The Primary Servicer hereby makes the following representations and warranties for the benefit of the Master Servicer: (a) The Primary Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and the Primary 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; (b) The execution and delivery of this Agreement by the Primary Servicer and the performance and compliance with the terms of this Agreement by the Primary Servicer will not violate the Primary Servicer's organizational documents or constitute 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 which is applicable to it or any of its assets; (c) The Primary Servicer has the 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; (d) This Agreement, assuming due authorization, execution and delivery by the Master Servicer, constitutes a valid, legal and binding obligation of the Primary Servicer enforceable against the Primary 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; (e) The Primary 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, 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 Primary Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Primary Servicer to perform its obligations under this Agreement or the financial condition of the Primary Servicer; (f) No litigation is pending or, to the best of the Primary Servicer's knowledge, threatened against the Primary Servicer the outcome of which, in the Primary S...
View Source
PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES. (a) The Primary Servicer hereby makes for the benefit of the Capmark Master Servicer the same representations and warranties as are made by the Capmark Master Servicer under Section 8.20 of the Pooling and Servicing Agreement; provided, however, that (i) references therein to the Capmark Master Servicer shall be deemed references to the Primary Servicer and references to the Trustee shall be deemed references to the Capmark Master Servicer and (ii) in lieu of the representation described in the first clause of Section 8.20(a)(i) of the Pooling and Servicing Agreement, the Primary Servicer represents that the Primary Servicer is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction of its organization. Primary Servicer further represents that since origination of each Mortgage Loan and A/B Mortgage Loan, Primary Servicer has serviced each of the Mortgage Loans Capmark Master Servicer and A/B Mortgage Loans in accordance with its terms.
View Source

Related to PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES

  • Servicer Representations and Warranties The Servicer represents and warrants, as of the date of this Agreement and, except as otherwise provided, throughout the term of this Agreement, that the statements set forth below in this Section 5.2 are true and accurate. Relative to the Servicer:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Issuer Representations and Warranties The Issuer represents and warrants that at the time of the signing of this Agreement and at the time of each closing of the Offering: a. it is duly organized, validly existing and in good standing in the state in which it is incorporated with the power to own its properties and to conduct its business as described in the Offering Materials; b. it is in good standing in each other jurisdiction in which the conduct of its business or ownership or leasing of its properties requires it to be so qualified or licensed, except whether the failure to be so qualified or licensed would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or prospects of the Issuer taken as a whole; c. the Issuer incorporates Section 3(b) above into this Section; d. this Agreement has been duly authorized, executed, and delivered on behalf of the Issuer, and is the valid, binding and obligation of the Issuer, enforceable in accordance with its terms; e. no authorization, approval, consent, or license of any regulatory body or authority is required for the valid authorization, sale or delivery of the securities in the Offering, or, if so required, all authorizations, approvals, consents and licenses have been or will be obtained and will remain in full force and effect; f. the securities subject to the Offering will, when issued, sold and delivered in accordance with the terms of the Offering, be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under agreements with the Investors purchasing such securities and applicable state and federal securities laws; g. if conducted in accordance with the terms of the Offering Materials and this Agreement, the Offering is exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and any applicable state requirements and is in compliance with all applicable rules and regulations under the Federal and any applicable State securities laws.