Common use of Representations and Warranties of Owner Clause in Contracts

Representations and Warranties of Owner. The Owner warrants and represents to and covenants with the Servicer that as of the date hereof, and as of each Effective Date as to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided herein: (a) The Owner is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Owner is qualified or registered to transact business, and is duly licensed, in each jurisdiction in which the ownership of property or the conduct of its respective business requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not material. (b) The Owner has the power, authority and legal right to enter into and perform this Agreement and to perform the obligations required of it hereunder, and this Agreement and any document or instrument to be delivered to the Servicer by the Owner pursuant hereto has been duly authorized, executed and delivered. (c) This Agreement and any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy laws and other similar laws of general application affecting the rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance. (d) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Owner is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Owner or its property is subject. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Owner of or compliance by the Owner with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained. (f) The Owner shall, on or before the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, all of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon. (g) As of the applicable Effective Date, if any Mortgage Loan is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areas, then (to the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy. (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledge, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim. (i) There is no litigation pending or, to the Owner’s knowledge, threatened with respect to the Owner which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the servicing or the financial condition of the Owner. (j) As of the applicable Effective Date, all of the Mortgage Loans have, or the Owner shall promptly cause to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner with respect to the amount of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been prepared, and the funds collected from the Mortgagors have been applied for the payment of such amounts, in compliance with Accepted Servicing Practices. (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of Owner. The Owner represents and warrants and represents to and covenants Applicable Response Organization, with the Servicer intent that as of the date hereofApplicable Response Organization will rely upon such representations and warranties in entering into this Agreement, and as of each Effective Date as to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided hereinthat: (a) The Owner is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State its jurisdiction of Delaware. The Owner is qualified or registered incorporation and has all necessary corporate power authority and capacity to transact businessenter into and to carry out its obligations under this Agreement, and is the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly licensed, in each jurisdiction in which authorized by all necessary corporate action on the ownership part of property or the conduct of its respective business requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not material.Owner; (b) The Owner has the poweris not party to, authority and legal right to enter into and perform this Agreement and to perform the obligations required of it hereunder, and this Agreement and any document bound or instrument to be delivered to the Servicer affected by the Owner pursuant hereto has been duly authorized, executed and delivered. (c) This Agreement and any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy laws and other similar laws of general application affecting the rights of creditors and subject to the application of the rules of equityany indenture mortgage, including those respecting the availability of specific performance. (d) None lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgment, decree, licence, permit or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a material breach performance by Owner of any of its obligations provided under this Agreement; (c) this Agreement is a valid and binding obligation of Owner, enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the terms, conditions or provisions of any legal restriction or any agreement or instrument to which extent that equitable remedies such as specific performance and injunction are in the Owner is now a party or by which it is bound, or constitute a default or result in an acceleration under any discretion of the foregoingcourt from which they are sought; (d) Owner has the financial capability to pay the Membership Fees, or result as well as any Applicable Response Organization Fees and Taxes which may accrue in the material violation course of any law, rule, regulation, order, judgment or decree to which carrying out Marine Spill Response Services under the Owner or its property is subject.terms of this Agreement; (e) No consent, approval, authorization Operator is and will continue to be a member of a protection and indemnity club or order of any court or governmental agency or body association which is required for the execution, delivery and performance by the Owner of or compliance by the Owner with this Agreement or the consummation a member of the transactions contemplated by this Agreement except for consents, approvals, authorizations international group of protection and orders which have been obtained.indemnity clubs or has and will continue to maintain an arrangement through underwriters providing first class security; and (f) The Owner shall, on or before As of the related Effective Date, deliver Schedule “B” hereto contains a complete list of all ships owned or cause to be delivered to the Servicer or the Custodianoperated by Owner within Response Organization Group’s geographic area of response, as applicable, all and in respect of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it Owner is reasonable for the Servicer to rely thereon. (g) As of the applicable Effective Date, if any Mortgage Loan is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areas, then (to the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy. (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledge, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim. (i) There is no litigation pending or, to the Owner’s knowledge, threatened with respect to the Owner which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the servicing or the financial condition of the Owner. (j) As of the applicable Effective Date, all of the Mortgage Loans have, or the Owner shall promptly cause to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner enter into an arrangement with respect to the amount of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been prepared, and the funds collected from the Mortgagors have been applied for the payment of such amounts, in compliance with Accepted Servicing Practices. (m) No written statement, report or other document furnished or to be furnished response organization pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleadingAct.

Representations and Warranties of Owner. The Owner warrants and represents to and covenants with the Servicer that as As of the date hereofEffective Date, the Owner represents and as of each Effective Date as warrants to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided hereinManager that: (a) The Owner is a corporation company with limited liability duly organized, validly existing and in good standing compliance under the laws of the State of Delaware. The Owner is qualified or registered to transact business, and is duly licensed, in each jurisdiction in which the ownership of property or the conduct of its respective business requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not material.Netherlands Antilles; (b) The Owner has the powerrequisite power and authority to enter into, authority deliver and legal right perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into and perform this Agreement and to perform all the obligations required of it hereunder, matters envisaged hereby. Upon due execution and delivery hereof this Agreement will constitute the legal, valid and any document or instrument to be delivered to the Servicer by the Owner pursuant hereto has been duly authorized, executed and delivered. (c) This Agreement and any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by binding obligation of the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective its terms, subject to bankruptcy laws except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of and equitable principles related to or limiting creditors’ rights generally and by general application affecting the rights of creditors and subject to the application of the rules principles of equity, including those respecting ; (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the availability course of specific performance.conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (d) None of the execution and delivery of this Agreement, the The consummation of the transactions contemplated thereby by and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will not conflict with any of the termswith, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a material any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Owner, or any material term of any legal restriction agreement, mortgage, deed of trust, or any agreement or other instrument to which the Owner is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation creation or imposition of any lawLien upon any of its properties pursuant to the terms of any such agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, regulationor regulation applicable to the Owner of any court or of any federal or state regulatory body, orderadministrative agency, judgment or decree to which other Governmental Authority having jurisdiction over the Owner or any of its property is subject.properties; and (e) No consentTo the Knowledge of the Owner, approvalthere are (i) no Proceedings or investigations pending or threatened, authorization before any court, regulatory body, administrative agency, or order other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any court or governmental agency or body is required for the execution, delivery and performance by the Owner of or compliance by the Owner with this Agreement or the consummation of the transactions contemplated by this Agreement except for consentsAgreement, approvalsor (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, authorizations and orders which have been obtained. (f) The Owner shall, on or before the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, all of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon. (g) As of the applicable Effective Date, if any Mortgage Loan is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areas, then (to the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy. (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledge, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim. (i) There is no litigation pending or, to the Owner’s knowledge, threatened with respect to the Owner which is reasonably likely to have a material adverse effect on the execution, delivery validity or enforceability of of, this Agreement, and (ii) no injunctions, writs, restraining orders or which is reasonably likely to have a material adverse other orders in effect on the servicing or the financial condition of the Owner. (j) As of the applicable Effective Date, all of the Mortgage Loans have, or against the Owner shall promptly cause that would adversely affect its ability to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract and flood service contractperform under this Agreement. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner with respect to the amount of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been prepared, and the funds collected from the Mortgagors have been applied for the payment of such amounts, in compliance with Accepted Servicing Practices. (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of Owner. The Owner hereby represents and warrants to Inco the matters set out below and represents to acknowledges that upon all such representations and covenants with warranties for the Servicer that as purposes of the date hereof, and as of each Effective Date as to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided hereinthis Agreement: (a) The the information in Parts 1 and 2 of Schedule A relating to the Properties is true, complete and correct and accurately depicts and describes the area covered by the rights subject to this Agreement; (b) the Mineral Rights are currently registered and recorded in the name of Owner is as to a corporation duly organized100% undivided interest where registration and recording are required to preserve and protect the title of Owner to such rights, validly existing free and clear of all Encumbrances, other than as identified in Part 1 of Schedule A, and, to Owner's knowledge, such licenses are valid and in good standing under standing. Owner makes no representation or warranty as to any Surface Rights to the area covered by the Properties; (c) Owner has complete authority to deal with the Mineral Rights as provided in this Agreement, and, other than this Agreement, there are no other agreements affecting title to the Mineral Rights; (d) the Mineral Rights have been validly and. properly located, and recorded in accordance with the laws of the State of Delaware. The Owner is qualified or registered to transact business, and is duly licensed, in each jurisdiction in which the ownership of property Mineral Rights are located and, to Owner's knowledge, there are no disputes, threatened or the conduct of its respective business requires such qualification, registration now existing as to title to or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not material. (b) The Owner has the power, authority and legal right to enter into and perform this Agreement and to perform the obligations required of it hereunder, and this Agreement and any document or instrument to be delivered to the Servicer by the Owner pursuant hereto has been duly authorized, executed and delivered. (c) This Agreement and any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations recording of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy laws and other similar laws of general application affecting the rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance. (d) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Owner is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Owner or its property is subject.Mineral Rights; (e) No consentOwner has delivered to or made available for inspection by Inca copies of all title documents, approvalplots and field notes of surveys and all Existing Data which Owner has in its possession or under its control relating to the Properties, authorization or order of any court or governmental agency or body is required for the executionmineral potential of, delivery and performance by access rights to, the Owner of or compliance by the Owner with this Agreement or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained.Properties; (f) The Owner shallall municipal, on or before provincial state, territorial and federal taxes and levies of any kind whatsoever in respect of the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, ownership and use of all of the books, records, data, files Mineral Rights which were due and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all payable as of the items (including hazard insurance policies, flood insurance policies date of this Agreement or prior to such date have been paid and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon.satisfied as of such date; (g) As of Except as to matters otherwise disclosed in writing to Inco prior to the applicable Effective Date, if any Mortgage Loan is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areasto Owner's knowledge, then (the conditions existing on or with respect to the extent required by Accepted Servicing PracticesProperties and its ownership of the Mineral Rights and operation of the Properties are not in violation of any Laws (including without limitation any Environmental Laws), nor causing or permitting any damage (including Environmental Damage, as defined below) flood insurance policies are in full force and effect or impairment to the health, safety, or enjoyment of any person at or on the Properties or in the amounts required by Accepted Servicing Practices or are insured through general vicinity of the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy.Properties; (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the to Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s 's knowledge, there have been no fire losses on past violations by it or by any Mortgaged Property as of its predecessors in title of any Environmental Laws or other Laws affecting or pertaining to which there is the Properties, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Properties ("Environmental Damage"); and Owner has not received inquiry from or notice of a pending coinsurance claiminvestigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any Laws. (i) There Owner is no litigation pending or, to not a non-resident of Canada for the Owner’s knowledge, threatened with respect to the Owner which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the servicing or the financial condition purposes of the Owner.Tax Act; and (j) As of the applicable Effective Date, Owner has duly taken all of the Mortgage Loans have, or the Owner shall promptly cause to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract actions and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, made all calculations payments required to be taken and made by under the Owner with respect to Mineral Act and regulations thereunder in order that the amount of principal, interest, escrow payments Mineral Rights and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan all the hectares forming part thereof have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors retained by the Owner for principalfree of surrenders, interest, escrow payments and all other amounts due and payable forfeiture or lien under each Mortgage Loan have been prepared, such legislation and the funds collected from Mineral Rights have the Mortgagors have been applied for the payment of credits set forth on Schedule A - Part 3 under such amounts, in compliance with Accepted Servicing Practiceslegislation. (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of Owner. The Owner represents, warrants and represents covenants to and covenants with the Servicer that as of the date hereof, and as of each Effective Date as to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided hereinfollows: (a) The Owner It is a corporation duly organizedcredit union, validly existing and in good standing under the laws law of the State of Delaware. The Owner jurisdiction where it is qualified or registered chartered and has the requisite power and authority to own its assets and to transact business, the business in which it is currently engaged. It is duly qualified to do business and is duly licensed, in good standing in each jurisdiction in which the ownership character of property the business transacted by it or the conduct of its respective business properties owned or leased by it requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where qualification and in which the failure so to be so licensed, registered, qualified or in good standing is not material.qualify would have a Material Adverse Effect; (b) The Owner It has the powerpower and authority to make, authority and legal right to enter into execute, deliver and perform this Agreement and to perform all of the obligations required of it hereundertransactions contemplated herein, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any document or instrument to be delivered to the Servicer by the Owner pursuant hereto has been duly authorized, Agreement. When executed and delivered., this Agreement will constitute a legal, valid and binding obligation of Owner, 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, by general principles of equity and by the possible unavailability of equitable remedies, indemnity and contribution, and where against public policy; (c) This Agreement and It holds all necessary Permits from all Government Authorities necessary for conducting its business as it is presently conducted except where the failure to have such Permits would not have a Material Adverse Effect. It is not required to obtain the consent of any documents other party or instruments now any Permit from any Governmental Authority in connection with the execution, delivery, performance, validity or hereafter executed and delivered enforceability of this Agreement, except for such Permits as shall have been obtained or filed by Owner prior to the Servicer by the Owner pursuant to date of this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy laws and other similar laws of general application affecting the rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance.Agreement; (d) None of the execution Owner's execution, delivery and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions performance of this Agreement will not conflict with any of the termswith, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a breach of, or constitute a default under: (i) any provision of any existing Law or regulation or any order or decree of any court applicable to Owner or any of its properties, or (ii) any provision of the Owner's Charter or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the termsits properties pursuant to, conditions any mortgage, indenture, contract or provisions of any legal restriction or any other agreement or instrument to which the Owner it is now a party or by which it is bound, or constitute may be bound and which would have a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Owner or its property is subject.Material Adverse Effect; (e) No consent, approval, authorization litigation or order of any court or governmental agency or body is required for the execution, delivery and performance by the Owner administrative proceeding of or compliance by the Owner with this Agreement before any court, tribunal or the consummation of the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained. (f) The Owner shall, on or before the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, all of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon. (g) As of the applicable Effective Date, if any Mortgage Loan is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areas, then (to the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy. (h) As of the applicable Effective Date, all Mortgaged Property Governmental Authority is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledgepending, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim. (i) There is no litigation pending or, to the Owner’s 's knowledge, threatened with respect to the threatened, against Owner which or any of its properties that is reasonably likely expected to have a material adverse effect on Material Adverse Effect or which questions the execution, delivery validity or enforceability of this Agreement; (f) All information provided to Servicer by Owner regarding any Receivable tendered or to be tendered to Servicer for servicing is true and correct in all material respects; (g) All Receivables which Owner seeks to have Servicer service hereunder will be secured by, or which is reasonably likely to have involve the leasing of, an Automobile, will be duly and validly authorized, executed and delivered by the related Obligor and will constitute a material adverse effect on the servicing or the financial condition legal, valid and binding obligation of the Owner. (j) As of the applicable Effective Daterelated Obligor, all of the Mortgage Loans have, or the and in which Owner shall promptly cause to be obtained, has a valid, fully paidperfected and subsisting first priority lien or security interest; (h) All Receivables tendered to Servicer by Owner for servicing will comply in all respects with all applicable Government Authority Laws and/or regulations, freely transferableincluding but not limited to usury, life credit reporting, truth-in-lending, and provisions of the loan tax service contract and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu Laws of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by jurisdiction where the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner with respect Receivable originated which pertain to the amount financing and leasing of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been preparedAutomobiles, and Owner shall be solely responsible therefor. However, Owner makes no such warranties regarding the funds collected from the Mortgagors have been applied for the payment compliance of any Receivables with applicable Government Authority Laws and/or regulations as such amounts, in compliance with Accepted Servicing PracticesGovernment Authority Laws and/or regulations relate to any actions taken by Servicer as to any Receivables. (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of Owner. The Owner warrants makes the following representations and represents to and covenants with the Servicer that as of the date hereof, and as of each Effective Date as warranties to the Mortgage Loans Manager all of which shall survive the servicing obligations with respect to which are transferred to the Servicer thereonexecution, delivery, performance or as termination of such other date specifically provided hereinthis Agreement: (a) The Owner is a limited liability company, limited partnership, or corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware. The Owner is qualified or registered to transact business, and is duly licensed, in each jurisdiction in which the ownership of property or the conduct of its respective business requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not materialorganization. (b) The Owner has the power, authority and legal right to enter into and perform this Agreement and to perform the obligations required of it hereunder, and this Agreement and any document or instrument to be delivered to the Servicer by the Owner pursuant hereto has been duly authorized, executed and delivered. (c) This Agreement and any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy laws and other similar laws of general application affecting the rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance. (d) None of the ’s execution and delivery of this Agreementof, the consummation of the transactions contemplated thereby performance under and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of not violate the Owner’s articles organizational documents or constitute a default (or an event which, with notice or lapse of incorporation time, or by-laws or materially conflict with both, would constitute a default) under, or result in a material breach of of, any of the terms, conditions or provisions of any legal restriction or any material agreement or other material instrument to which the Owner it is now a party or by which it is bound. (c) The Owner has the full power and authority to own its properties, or constitute a default or result in an acceleration under any to conduct its business as presently conducted by it and 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 each of the foregoingother parties hereto, or result in constitutes a valid, legal and binding obligation of the material violation of any lawOwner, rule, regulation, order, judgment or decree to which enforceable against the Owner 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 its property is subjectat law. (e) The Owner is not in violation of, and its execution and delivery of, performance under and compliance with 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 Owner’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Owner to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by the Owner of or compliance by the Owner with this Agreement or the consummation of the transactions contemplated by this Agreement herein, except for those consents, approvals, authorizations and or orders which that previously have been obtained. (f) The Owner shall, on or before the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, all of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon. (g) As of the applicable Effective Date, if any Mortgage Loan No litigation is secured by a Mortgaged Property located in Federal Emergency Management Agency designated flood areas, then (to the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy. (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on any Mortgaged Property where the Owner’s estimate of loss is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledge, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim. (i) There is no litigation pending or, to the best of the Owner’s knowledge, threatened with respect against the Owner that, if determined adversely to the Owner, would prohibit the Owner which from entering into this Agreement or that, in the Owner’s good faith and reasonable judgment, is reasonably likely to have a material adverse effect on materially and adversely affect the execution, delivery or enforceability ability of the Owner to perform its obligations under this Agreement, or which is reasonably likely to have a material adverse effect on the servicing or the financial condition of the Owner. (j) As of the applicable Effective Date, all of the Mortgage Loans have, or the Owner shall promptly cause to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner with respect to the amount of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been prepared, and the funds collected from the Mortgagors have been applied for the payment of such amounts, in compliance with Accepted Servicing Practices. (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

Representations and Warranties of Owner. The Owner represents and warrants and represents to and covenants with the Servicer that as of the date hereof, and as of each Effective Date as to the Mortgage Loans the servicing obligations with respect to which are transferred to the Servicer thereon, or as of such other date specifically provided hereinManager that: (a) The Owner is a corporation company duly organizedregistered or continued in, and validly existing and in good standing under the laws of the State of Delaware. The Owner is qualified or registered to transact businessof, and is duly licensed, in each jurisdiction in which the ownership of property or the conduct of its respective business requires such qualification, registration or licensing, except to the extent that there is an applicable exemption or where the failure to be so licensed, registered, qualified or in good standing is not material.Bermuda; (b) The Owner has the powerrequisite power and authority to enter into, authority deliver and legal right perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for Owner to enter into and perform this Agreement and to perform all the obligations required of it hereundermatters envisaged hereby. Upon due execution and delivery hereof, and this Agreement will constitute the legal, valid and any document binding obligation of Owner, enforceable against Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or instrument to be delivered to the Servicer limiting creditors’ rights generally and by the Owner pursuant hereto has been duly authorized, executed and delivered.general principles of equity; (c) This Agreement Owner has not breached its memorandum of association or bye-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any documents or instruments now or hereafter executed and delivered to the Servicer by the Owner pursuant to this Agreement constitute (or shall, when delivered to the Servicer by the Owner, constitute) valid and legally binding obligations of the Owner enforceable against the Owner in accordance with their respective terms, subject to bankruptcy applicable laws and other similar laws regulations of general application affecting the rights of creditors and subject Bermuda in such manner as would in any such case have a materially adverse effect on its ability to the application of the rules of equity, including those respecting the availability of specific performance.perform its obligations under this Agreement; (d) None of the execution and delivery of this Agreement, the The consummation of the transactions contemplated thereby by, and hereby, or the fulfillment of or compliance with the terms and conditions of of, this Agreement will not conflict with any of the termswith, conditions or provisions of the Owner’s articles of incorporation or by-laws or materially conflict with or result in a material any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of time or both) a default under, the organizational documents of Owner, or any material term of any legal restriction agreement, mortgage, deed of trust, or any agreement or other instrument to which the Owner is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation creation or imposition of any lawLien upon any of its properties pursuant to the terms of any such agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, regulationor regulation applicable to Owner of any court or of any federal or state regulatory body, orderadministrative agency, judgment or decree to which the other governmental authority having jurisdiction over Owner or its property is subject.any of their properties; (e) No consentThere are (i) no proceedings or investigations pending or, approvalto the knowledge of Owner, authorization threatened, before any court, regulatory body, administrative agency, or order other tribunal or governmental authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any court or governmental agency or body is required for the execution, delivery and performance by the Owner of or compliance by the Owner with this Agreement or the consummation of the transactions contemplated by this Agreement except for consentsAgreement, approvalsor (C) seeking any determination or ruling that might materially and adversely affect the performance by either Owner of its obligations under, authorizations or the validity or enforceability of, this Agreement, and (ii) no injunctions, writs, restraining orders which have been obtained.or other orders in effect against either Owner that would adversely affect such Owner’s ability to perform under this Agreement; (f) The Owner shall, on or before owns the related Effective Date, deliver or cause to be delivered to the Servicer or the Custodian, as applicable, all Owner Containers free and clear of the books, records, data, files and Mortgage Loan Documents, including records on microfiche or its equivalent, reasonably required by the Servicer to document and service each Mortgage Loan; such books, records, data, files and documents contain all of the items any Lien (including hazard insurance policies, flood insurance policies and private mortgage insurance policies) which are required by the Qualified Insurers or by Accepted Servicing Practices to service the Mortgage Loans; are true, accurate and complete in all material respects; and it is reasonable for the Servicer to rely thereon.other than Permitted Liens); (g) As of Owner shall not have control over and not be responsible for the applicable Effective Date, if any Mortgage Loan is secured method or means by a Mortgaged Property located which the functions described in Federal Emergency Management Agency designated flood areas, then (to Section 4 are performed by the extent required by Accepted Servicing Practices) flood insurance policies are in full force and effect in the amounts required by Accepted Servicing Practices or are insured through the Owner’s or the Prior Servicer’s “gap coverage” flood insurance policy.Manager; and (h) As of the applicable Effective Date, all Mortgaged Property is currently insured against fire and has extended coverage insurance in the amounts required under Accepted Servicing Practices; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses Each Lien (if any) on any Mortgaged Property where the Owner’s estimate of loss Lease is materially greater than the net recovery from the fire insurance carrier. To the Owner’s knowledge, there have been no fire losses on any Mortgaged Property as restricted solely to which there is a pending coinsurance claim. (i) There is no litigation pending or, certain Owner Containers subject to the Owner’s knowledge, threatened with respect to the Owner which is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the servicing or the financial condition of the Owner. (j) As of the applicable Effective Date, all of the Mortgage Loans have, or the Owner shall promptly cause to be obtained, a valid, fully paid, freely transferable, life of the loan tax service contract and flood service contract. (k) There are no accounts of Mortgagors that are pledged in lieu of the maintenance of an escrow account for taxes, assessments, insurance or other escrow items owed by the Mortgagor. (l) As of the applicable Effective Date, all calculations required to be made by the Owner with respect to the amount of principal, interest, escrow payments and other amounts due and owing by a Mortgagor from time to time under each Mortgage Loan have been made in compliance with Accepted Servicing Practices. All invoices transmitted to the Mortgagors by the Owner for principal, interest, escrow payments and all other amounts due and payable under each Mortgage Loan have been prepared, such Lease and the funds collected from the Mortgagors have been applied for the payment of related rent (and no Container other than any such amounts, in compliance with Accepted Servicing PracticesOwner Container is encumbered by such a Lien). (m) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.