Common use of Representations and Warranties of each Servicer Clause in Contracts

Representations and Warranties of each Servicer. Each Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) Such Servicer is a corporation duly chartered and validly existing in good standing under the laws of the state of its incorporation, and such Servicer is duly qualified or registered as a foreign corporation in good standing in such jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by such Servicer and its performance and compliance with the terms of this Agreement will not violate such Servicer's corporate charter or by-laws 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 contract, agreement or other instrument to which such Servicer is a party or which may be applicable to such Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee, the other Servicer and the Depositor, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of such Servicer's knowledge, threatened against such Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of each Servicer. Each Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) Such Servicer is a corporation duly chartered and validly existing (or duly organized in the case of Countrywide) in good standing under the laws of the state of its incorporation, and such Servicer is duly qualified or registered as a foreign corporation in good standing in such jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by such Servicer and its performance and compliance with the terms of this Agreement will not violate such Servicer's corporate charter or by-laws 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 contract, agreement or other instrument to which such Servicer is a party or which may be applicable to such Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee, the other Servicer and the Depositor, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of such Servicer's knowledge, threatened against such Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

Representations and Warranties of each Servicer. Each Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date: (a) Such Servicer is a corporation duly chartered and validly existing in good standing under the laws of the state of its incorporation, and such Servicer is duly qualified or registered as a foreign corporation in good standing in such jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification; (b) The execution and delivery of this Agreement by such Servicer and its performance and compliance with the terms of this Agreement will not violate such Servicer's corporate charter or by-laws 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 contract, agreement or other instrument to which such Servicer is a party or which may be applicable to such Servicer or any of its assets; (c) This Agreement, assuming due authorization, execution and delivery by the Trustee, the other Servicer Trustee and the Depositor, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Servicer or its properties or might have consequences that would affect its performance hereunder; and (e) No litigation is pending or, to the best of such Servicer's knowledge, threatened against such Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.