Common use of Representations and Warranties of the Backup Servicer Clause in Contracts

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following: (a) The Backup Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (b) The execution and delivery of this Indenture and the other Transaction Documents to which the Backup Servicer is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Backup Servicer is a party by the Backup Servicer, will not violate the Backup Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Backup Servicer has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a party, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. (d) This Indenture and the other Transaction Documents to which it is a party, assuming due authorization, execution and delivery by the other parties hereto, constitute the valid and binding obligations of the Backup Servicer, enforceable against the Backup Servicer in accordance with the terms hereof and thereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Backup Servicer is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party 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 Backup Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (f) No litigation is pending or, to the best of the Backup Servicer’s knowledge, threatened against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit the Backup Servicer from entering into any Transaction Document to which it is a party or, in the Backup Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Backup Servicer of or compliance by the Backup Servicer with the Transaction Documents to which it is a party or the consummation of the transactions contemplated by the Transaction Documents has been obtained and is effective.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following: (a) a. The Backup Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (b) b. The execution and delivery of this Indenture and the other Transaction Documents to which the Backup Servicer is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Backup Servicer is a party by the Backup Servicer, will not violate the Backup Servicer’s 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) c. The Backup Servicer has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a party, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. (d) d. This Indenture and the other Transaction Documents to which it is a party, assuming due authorization, execution and delivery by the other parties hereto, constitute the valid and binding obligations of the Backup Servicer, enforceable against the Backup Servicer in accordance with the terms hereof and thereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of banks and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) e. The Backup Servicer is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party 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 Backup Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (f) f. No litigation is pending or, to the best of the Backup Servicer’s 's knowledge, threatened against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit the Backup Servicer from entering into any Transaction Document to which it is a party or, in the Backup Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (g) g. Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Backup Servicer of or compliance by the Backup Servicer with the Transaction Documents to which it is a party or the consummation of the transactions contemplated by the Transaction Documents has been obtained and is effective.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholderswarrants, as of the Closing Date, the followingas follows: (a) The Backup Servicer is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or (ii) a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. The Backup Servicer has the power and all licenses necessary to own its assets and to transact the business in which it is engaged (which includes performing its obligations under the Transaction Documents) and is duly qualified and in good standing under the laws of each jurisdiction where its performance under the Transaction Documents requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. (b) The execution Backup Servicer has the power, authority and delivery legal right to make, deliver and perform this Agreement and each of this Indenture and the other Transaction Documents to which it is a party and all of the Backup Servicer transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, . This Agreement and each of the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Backup Servicer is a party by constitutes the Backup Servicerlegal, will not violate the Backup Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Backup Servicer has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a party, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party. (d) This Indenture and the other Transaction Documents to which it is a party, assuming due authorization, execution and delivery by the other parties hereto, constitute the valid and binding obligations obligation of the Backup Servicer, enforceable against the Backup Servicer it in accordance with their respective terms, except as the terms enforceability hereof and thereof, subject to (A) applicable thereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other similar laws of general application affecting the enforcement of creditors’ rights generally and the rights of creditors of banks and (B) by general principles of equity, regardless of equity (whether such enforcement enforceability is considered in a proceeding in equity or at law. (e) The ). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Backup Servicer is not in violation of, and its execution and delivery of this Indenture and the other Agreement or any Transaction Documents Document to which it is a party and its performance and compliance with or the terms validity or enforceability of this Indenture Agreement or any such Transaction Document, other than such as have been met or obtained. (c) The execution, delivery and performance of this Agreement by the Backup Servicer and all other Transaction Documents agreements and instruments executed and delivered or to which it is a party be executed and delivered by the Backup Servicer pursuant hereto or thereto will not constitute a violation of, violate any law, provision of any existing law or regulation or any order or decree of any court court, regulatory body or arbiter, administrative agency or the certificate of incorporation or bylaws of the Backup Servicer or any ordermaterial contract or other agreement to which the Backup Servicer is a party or by which the Backup Servicer or any of its property or assets may be bound. (d) To the knowledge of the Backup Servicer, regulation no litigation or demand administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Backup Servicer, threatened against the Backup Servicer or any properties of the Backup Servicer or with respect to this Agreement, which, if adversely determined, could have a material effect on the business, assets or financial condition of the Backup Servicer or which would draw into question the legality, validity or enforceability of this Agreement or any other Transaction Document to which the Backup Servicer is a party. (e) No injunction, writ, restraining order or other order of any federal, state or local governmental or regulatory authority, which violation, in nature adversely affects the Backup Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability performance of the Backup Servicer to perform its obligations under this Agreement or any Transaction Document to which it the Backup Servicer is a party. (f) No litigation is pending orinformation, exhibit, financial statement, document, book, record or report furnished or to the best of the Backup Servicer’s knowledge, threatened against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit the Backup Servicer from entering into any Transaction Document to which it is a party or, in the Backup Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of be furnished by the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Backup Servicer of or compliance by the Backup Servicer with the Transaction Documents to which it is a party Agent or the consummation Lender in connection with this Agreement is or will be inaccurate in any material respect, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein, in the context of the transactions contemplated by the Transaction Documents has been obtained and is effectivecircumstances under which they were made, not misleading.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, parties hereto as of the Closing Date, the followingdate hereof that: (ai) The Backup Servicer (A) is a national banking association association, duly organized, validly existing and in good standing standing, under the laws of the United States. , with full power and authority to conduct its business as presently conducted by it and (bB) The execution is and delivery of this Indenture and the other Transaction Documents to which the Backup Servicer is a party, and the performance and will remain in compliance with the terms laws of this Indenture and each state in which a Site is located to the other Transaction Documents extent necessary to which the Backup Servicer is a party by the Backup Servicer, will not violate avoid any material adverse effect on the Backup Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument ability to which it is a party or by which it is boundperform its obligations under this Loan Agreement. (cii) The Backup Servicer has the full power power, authority and authority legal right to carry on its business as now being conducted execute and deliver this Loan Agreement and to enter into perform its obligations in accordance herewith. (iii) This Loan Agreement has been duly and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a partyvalidly authorized, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and by the other Transaction Documents to which it is a party. (d) This Indenture and the other Transaction Documents to which it is a partyBackup Servicer and, assuming the due authorization, execution and delivery by the other parties hereto, constitute constitutes the legal, valid and binding obligations obligation of the Backup Servicer, enforceable against the Backup Servicer in accordance with the terms hereof and thereofits terms, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors of banks generally, and by general equity principles (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law). (eiv) The Backup Servicer is not in violation of, and its execution and delivery of this Indenture and Loan Agreement by the other Transaction Documents to which it is a party Backup Servicer and its performance and of or compliance with the terms and conditions of this Indenture Loan Agreement does not and will not conflict with, result in a breach of, or constitute a default under: (a) any term, condition or provision of the Backup Servicer’s organizational documents; (b) any term or provision of any material indenture, deed of trust, contract or other Transaction Documents agreement or instrument to which it the Backup Servicer is a party will not constitute a violation of, or by which the Backup Servicer or any of its subsidiaries is bound; or (c) any law, any order rule, regulation, order, judgment or decree of any court or arbiter, governmental authority having jurisdiction over the Backup Servicer if compliance therewith is necessary (A) to ensure the enforceability of this Loan Agreement or any orderLoan or (B) for the Backup Servicer to perform its obligations under this Loan Agreement in accordance with the terms hereof. (v) There is no action, regulation suit or demand of proceeding before or by any federalcourt or governmental agency or body now pending or, state or local governmental or regulatory authority, which violation, in to the Backup Servicer’s good faith and reasonable judgmentknowledge, threatened, which is likely to affect materially and adversely affect the execution, delivery or enforceability of this Loan Agreement or the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a partyand in accordance with the terms of this Loan Agreement. (fvi) No litigation is pending or, to the best of the Backup Servicer’s knowledge, threatened against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit the Backup Servicer from entering into any Transaction Document to which it is a party or, in the Backup Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (g) Any material consent, approval, authorization or order of of, or registration or filing with, or notice to, any court or governmental agency or body is required for the execution, delivery and performance by the Backup Servicer of or compliance by the Backup Servicer with the Transaction Documents to which it is a party this Loan Agreement or the consummation of the transactions contemplated by this Loan Agreement, or (x) to the Transaction Documents extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained and is effectiveobtained, made or given, as applicable.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, parties hereto as of the Closing Date, the followingdate hereof that: (ai) The Backup Servicer (A) is a national banking association association, duly organized, validly existing and in good standing standing, under the laws of the United States. , with full power and authority to conduct its business as presently conducted by it and (bB) The execution is and delivery of this Indenture and the other Transaction Documents to which the Backup Servicer is a party, and the performance and will remain in compliance with the terms laws of this Indenture and each state in which a Site is located to the other Transaction Documents extent necessary to which the Backup Servicer is a party by the Backup Servicer, will not violate avoid any material adverse effect on the Backup Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument ability to which it is a party or by which it is boundperform its obligations under this Agreement. (cii) The Backup Servicer has the full power power, authority and authority legal right to carry on its business as now being conducted execute and deliver this Agreement and to enter into perform its obligations in accordance herewith. (iii) This Agreement has been duly and consummate all transactions contemplated by this Indenture and the other Transaction Documents to which it is a partyvalidly authorized, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and by the other Transaction Documents to which it is a party. (d) This Indenture and the other Transaction Documents to which it is a partyBackup Servicer and, assuming the due authorization, execution and delivery by the other parties hereto, constitute constitutes the legal, valid and binding obligations obligation of the Backup Servicer, enforceable against the Backup Servicer in accordance with the terms hereof and thereofits terms, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors of banks generally, and by general equity principles (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law). (eiv) The Backup Servicer is not in violation of, and its execution and delivery of this Indenture and Agreement by the other Transaction Documents to which it is a party Backup Servicer and its performance and of or compliance with the terms and conditions of this Indenture Agreement does not and will not conflict with, result in a breach of, or constitute a default under: (a) any term, condition or provision of the Backup Servicer’s organizational documents; (b) any term or provision of any material indenture, deed of trust, contract or other Transaction Documents agreement or instrument to which it the Backup Servicer is a party will not constitute a violation of, or by which the Backup Servicer or any of its subsidiaries is bound; or (c) any law, any order rule, regulation, order, judgment or decree of any court or arbitergovernmental authority having jurisdiction over the Backup Servicer if compliance therewith is necessary (A) to ensure the enforceability of this Agreement or the Promissory Certificates or (B) for the Backup Servicer to perform its obligations under this Agreement in accordance with the terms hereof. (v) There is no action, suit or proceeding before or by any ordercourt or governmental agency or body now pending or, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in to the Backup Servicer’s good faith and reasonable judgmentknowledge, threatened, which is likely to affect materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a partyand in accordance with the terms of this Agreement. (fvi) No litigation is pending or, to the best of the Backup Servicer’s knowledge, threatened against the Backup Servicer that, if determined adversely to the Backup Servicer, would prohibit the Backup Servicer from entering into any Transaction Document to which it is a party or, in the Backup Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Backup Servicer to perform its obligations under any Transaction Document to which it is a party. (g) Any material consent, approval, authorization or order of of, or registration or filing with, or notice to, any court or governmental agency or body is required for the execution, delivery and performance by the Backup Servicer of or compliance by the Backup Servicer with the Transaction Documents to which it is a party this Agreement or the consummation of the transactions contemplated by this Agreement, or (x) to the Transaction Documents extent required, such consent, approval, authorization, order, registration, filing or notice has been obtained and is effectiveobtained, made or given, as applicable.