Representations and Warranties Regarding the Master Servicer Clause Samples
The "Representations and Warranties Regarding the Master Servicer" clause defines the assurances and factual statements made by the party acting as the master servicer in a transaction. Typically, this clause outlines specific qualifications, compliance with laws, and the accuracy of information provided by the master servicer, such as confirming it is duly organized, authorized to perform its duties, and not subject to pending litigation that could affect its performance. The core function of this clause is to allocate risk by holding the master servicer accountable for its representations, thereby protecting other parties if any statements prove to be false or misleading.
Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that:
(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer 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 properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans;
(ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) The Master Servicer is not required to obtain the consent of any other Person 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 Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of ...
Representations and Warranties Regarding the Master Servicer. 4 Section 2.02 EXISTENCE.........................................................................5 Section 2.03 ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES.....................................5 ARTICLE III
Representations and Warranties Regarding the Master Servicer. 3 Section 2.02. Reserved...............................................................3 Section 2.03. Enforcement of Representations and Warranties..........................4
Representations and Warranties Regarding the Master Servicer. 3- Section 2.02. EXISTENCE............................................................................-4- Section 2.03. ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES........................................-4- ARTICLE III Administration and Servicing of Mortgage Loans
Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants to the Issuing Entity, the Depositor, the Sponsor, the Note Insurer and the Indenture Trustee for the benefit of the Noteholders, as follows:
(i) The Master Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer 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 properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of this Agreement;
(ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under 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 legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies;
(iii) The Master Servicer is not required to obtain the consent of any other Person 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 such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the...
Representations and Warranties Regarding the Master Servicer. Existence Section 2.03 Enforcement of Representations and Warranties
Representations and Warranties Regarding the Master Servicer. Section 2.02. Reserved...............................................................4 -------- Section 2.03. Enforcement of Representations and Warranties..........................4 ---------------------------------------------
Representations and Warranties Regarding the Master Servicer. 3 -------- Section 2.02. Representations and Warranties of the 1996-RHS4 LLC....
Representations and Warranties Regarding the Master Servicer. 3 Section 2.02.
Representations and Warranties Regarding the Master Servicer. Section 2.02. Representations and Warranties of the 1996-HS3 LLC......... 4 Section 2.03. Enforcement of Representations and Warranties.............. 4