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, warrants and covenants to the Insurer, the Trustee and the Servicer that as of the date of this Agreement or as of such date specifically provided herein; (a) The Backup Servicer is a limited partnership duly organized and validly existing under the laws of the State of Texas; (b) All necessary partnership, regulatory or other similar action has been taken to authorize and empower the Backup Servicer and the officers or representatives acting on the Backup Servicer's behalf, and the Backup Servicer has full power and authority, and the legal right, to execute, deliver and perform this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Backup Servicer and the performance and compliance with the terms of this Agreement will not conflict with, result in any breach of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under the Backup Servicer's partnership agreement any material contract, indenture, lease, credit agreement or any other agreement or instrument to which the Backup Servicer is a party or which may be applicable to the Backup Servicer or any of its assets and will not result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, or other instrument (other than the Agreement); (d) This Agreement shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law; (e) The Backup Servicer is duly licensed and qualified to transact business and is in good standing under the laws of each state in which such qualification is required to perform the functions specified herein and this Agreement constitutes a valid, legal and binding obligation of the Backup Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity; (f) The Backup Servicer is not in violation of, and the execution, delivery and performance of this Agreement by the Backup Servicer will not constitute a violation 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 violation might have consequences that would materially and adversely affect the condition (financial or other)

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents, represents and warrants to and covenants to with the InsurerAdministrative Agent, the Trustee Purchaser and the Servicer that FSA, as of the date of this Agreement or as of such date specifically provided herein;hereof and during the term hereof, that: (a) The Backup Servicer is is, and throughout the term hereof shall remain, a limited partnership liability company duly organized and formed, validly existing and in good standing under the laws of the State of Texas; (b) All necessary partnership, regulatory or other similar action has been taken to authorize and empower the Backup Servicer Delaware and the officers or representatives acting on the Backup Servicer's behalfServicer is, and shall remain, licensed and in compliance with the Backup Servicer has full power and authority, and the legal right, laws of any state necessary to execute, deliver and perform its obligations under this Agreement. (cb) This The execution and delivery of this Agreement has been duly authorized, executed and delivered by the Backup Servicer Servicer, and the performance and compliance with the terms of this Agreement by the Backup Servicer, will not conflict with, result in any breach of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under violate the Backup Servicer's partnership agreement articles of organization or constitute a default (or an event which, with notice or passage of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, lease, credit agreement or any other agreement or instrument to which the Backup Servicer it is a party or which may be is applicable to the Backup Servicer it or any of its assets assets. (c) The Backup Servicer has full power and will not result in authority to enter into and consummate all actions contemplated by this Agreement, has duly authorized the creation or imposition execution, delivery and performance of any lien upon any of its properties pursuant to the terms of any such indenturethis Agreement, agreement, or other instrument (other than the and has duly executed and delivered this Agreement);. (d) This Agreement shall constitute a legalAgreement, validassuming due authorization, execution and binding obligation delivery by each of the Backup Servicer enforceable in accordance with its termsparties hereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law; (e) The Backup Servicer is duly licensed and qualified to transact business and is in good standing under the laws of each state in which such qualification is required to perform the functions specified herein and this Agreement constitutes a valid, legal and binding obligation of the Backup Servicer, enforceable against the Backup Servicer in accordance with its termsthe terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally generally, and to (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (fe) The Backup Servicer is not in violation of, and the execution, its execution and delivery and performance of this Agreement by and its performance and compliance with the Backup Servicer terms of this Agreement will not constitute a violation with respect to of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state, municipal state or local governmental agencyor regulatory authority, which violation might have consequences that would violation, in the Backup Servicer's good faith reasonable judgment, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (f) No litigation is pending or, to the best of the Backup Servicer's knowledge, threatened against the Backup Servicer which would prohibit the Backup Servicer from entering into this Agreement or, in the Backup Servicer's good faith reasonable judgment, is likely to affect materially and adversely either the ability of the Backup Servicer to perform its obligations under this Agreement or the financial condition (financial or other)of the Backup Servicer.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents, represents and warrants to and covenants to with the InsurerAdministrative Agent, the Trustee Purchaser and the Servicer that FSA, as of the date of this Agreement or as of such date specifically provided herein;hereof and during the term hereof, that: (a) The Backup Servicer is is, and throughout the term hereof shall remain, a limited partnership liability company duly organized and formed, validly existing and in good standing under the laws of the State of Texas; (b) All necessary partnership, regulatory or other similar action has been taken to authorize and empower the Backup Servicer Delaware and the officers or representatives acting on the Backup Servicer's behalfServicer is, and shall remain, licensed and in compliance with the Backup Servicer has full power and authority, and the legal right, laws of any state necessary to execute, deliver and perform its obligations under this Agreement. (cb) This The execution and delivery of this Agreement has been duly authorized, executed and delivered by the Backup Servicer Servicer, and the performance and compliance with the terms of this Agreement by the Backup Servicer, will not conflict with, result in any breach of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under violate the Backup Servicer's partnership agreement articles of organization or constitute a default (or an event which, with notice or passage of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, lease, credit agreement or any other agreement or instrument to which the Backup Servicer it is a party or which may be is applicable to the Backup Servicer it or any of its assets assets. (c) The Backup Servicer has full power and will not result in authority to enter into and consummate all actions contemplated by this Agreement, has duly authorized the creation or imposition execution, delivery and performance of any lien upon any of its properties pursuant to the terms of any such indenturethis Agreement, agreement, or other instrument (other than the and has duly executed and delivered this Agreement);. (d) This Agreement shall constitute a legalAgreement, validassuming due authorization, execution and binding obligation delivery by each of the Backup Servicer enforceable in accordance with its termsparties hereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law; (e) The Backup Servicer is duly licensed and qualified to transact business and is in good standing under the laws of each state in which such qualification is required to perform the functions specified herein and this Agreement constitutes a valid, legal and binding obligation of the Backup Servicer, enforceable against the Backup Servicer in accordance with its termsthe terms hereof, subject to to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally generally, and to (B) general principles of equity;, regardless of whether such enforcement is considered in a proceeding in equity or at law. (fe) The Backup Servicer is not in violation of, and the execution, its execution and delivery and performance of this Agreement by and its performance and compliance with the Backup Servicer terms of this Agreement will not constitute a violation with respect to of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state, municipal state or local governmental agencyor regulatory authority, which violation might have consequences that would violation, in the Backup Servicer's good faith reasonable judgment, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (f) No litigation is pending or, to the best of the Backup Servicer's knowledge, threatened against the Backup Servicer which would prohibit the Backup Servicer from entering into this Agreement or, in the Backup Servicer's good faith reasonable judgment, is likely to affect materially and adversely either the ability of the Backup Servicer to perform its obligations under this Agreement or the financial condition (financial or other)of the Backup Servicer.

Representations and Warranties of the Backup Servicer. The Backup Servicer hereby represents, represents and warrants and covenants to the Insurer, the Trustee and the Servicer that as of the date of this Agreement or as of such date specifically provided herein;follows: (a) It is a national banking association duly organized, validly existing and in good standing under the federal laws of the United States with all requisite power and authority to own its properties and to conduct its business as presently conducted and to enter into and perform its obligations pursuant to this Agreement. (b) The Backup Servicer is duly qualified to do business as a limited partnership duly organized national banking association and validly existing under is in good standing, and have obtained all necessary licenses and approvals in all jurisdictions in which the laws ownership or lease of its property and the conduct of its business requires such qualification, licenses or approvals except where the failure to so qualify or have such licenses or approvals has not had, and would not be reasonably expected to have, a material adverse effect on the interests of the State of Texas; (b) All necessary partnership, regulatory or other similar action has been taken to authorize and empower the Backup Servicer and the officers or representatives acting on the Backup Servicer's behalf, and the Backup Servicer has full power and authority, and the legal right, to execute, deliver and perform this AgreementNoteholders. (c) This It has the power and authority to execute and deliver this Agreement and to carry out its terms. It has been duly authorizedauthorized the execution, executed delivery and delivered by the Backup Servicer and the performance and compliance with the terms of this Agreement by all requisite action. (d) The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement by it will not (i) conflict with, result in any breach of any of the terms and or provisions of, or constitute (with or without notice, lapse of time or both) a default under the Backup Servicer's partnership agreement any material contractunder, indenture, lease, credit agreement its articles of association or any other agreement or instrument to Contractual Obligation by which the Backup Servicer is a party or which may be applicable to the Backup Servicer it or any of its assets and will not property is bound, (ii) result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, or other instrument Contractual Obligation (other than the Agreement);, or (iii) violate any applicable law. (de) No consent, approval, authorization, order, registration, filing, qualification, license or permit (collectively, the "CONSENTS") of or with any Governmental Authority having jurisdiction over it or any of its respective properties is required to be obtained in order for it to enter into this Agreement or perform its obligations hereunder. (f) This Agreement shall constitute a constitutes its legal, valid, valid and binding obligation of the Backup Servicer obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general (i) applicable Insolvency Laws and by (ii) general principles of equity, regardless of equity (whether such enforceability shall be considered in a proceeding suit at law or in equity or at law;equity). (eg) The Backup Servicer is duly licensed and qualified There are no proceedings or investigations pending or, to transact business and is in good standing under the laws best of each state in which such qualification is required its knowledge, threatened, against it before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to perform prevent the functions specified herein and consummation of any of the transactions contemplated by this Agreement constitutes or (iii) seeking any determination or ruling that might (in its reasonable judgment) have a valid, legal and binding obligation material adverse effect on the interests of the Backup Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity; (f) The Backup Servicer is not in violation of, and the execution, delivery and performance of this Agreement by the Backup Servicer will not constitute a violation 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 violation might have consequences that would materially and adversely affect the condition (financial or other)Noteholders.