Common use of Representations and Warranties of the Servicers Clause in Contracts

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer and the Owners, as to itself only, that as of the Startup Day: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. Such Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under the Operative Documents to which it is a party. (b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the Operative Documents on the part of such Servicer and the performance by such Servicer of its obligations under the Operative Documents to which it is a party. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the Trustee. (ii) Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurer, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer Seller and the Owners, as to itself and its Mortgage Loan Servicing Group only, that as of the Startup Day: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. Such Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under the Operative Documents to which it is a party. (b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the Operative Documents on the part of such Servicer and the performance by such Servicer of its obligations under the Operative Documents to which it is a party. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the Trustee. (ii) Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurer, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.,

Representations and Warranties of the Servicers. (ia) Each Servicer Ocwen hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer GreenPoint and the OwnersTrustee as follows, as to itself only, that as of the Startup Daydate hereof: (ai) It Ocwen is a corporation duly organized, federally chartered savings bank and is validly existing and in good standing under the laws of its the United States and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by Ocwen in any state of incorporationin which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each state in which any Property is located such state, to the extent necessary to enable it ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature any of its business, or other obligations under this Agreement in accordance with the properties owned or leased by it make such qualification necessary. Such Servicer terms hereof. (ii) Ocwen has all requisite the corporate power and authority and to own service each Mortgage Loan, and operate its propertiesto execute, to carry out its business as presently conducted deliver and as proposed to be conducted perform, and to enter into and discharge its obligations under consummate the Operative Documents to which it is a party. (b) The execution transactions contemplated by this Agreement and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been has duly authorized by all necessary corporate action on the part of such Servicer Ocwen the execution, delivery and will not violate such Servicer's articles or certificate performance of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a partythis Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties theretohereto, constitutes a validlegal, legal valid and binding obligation of such ServicerOcwen, enforceable against it Ocwen in accordance with the terms thereofits terms, except as that (a) the enforcement thereof enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or receivership and other similar laws affecting relating to creditors' rights generally and by general principles (b) the remedy of equity (whether considered in a specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding or action in equity or at law)therefor may be brought. (diii) Such Servicer is not in default with respect to any order or decree The execution and delivery of this Agreement by Ocwen, the servicing of the Mortgage Loans under this Agreement, the consummation of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the Operative Documents on the part of such Servicer this Agreement, and the performance by such Servicer fulfillment of its obligations under or compliance with the Operative Documents to which it is a party. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement terms hereof are in the ordinary course of business of such Servicer. It Ocwen and will not (A) result in a material breach of any term or provision of the charter or by-laws of Ocwen or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which Ocwen is understood a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to Ocwen of any court, regulatory body, administrative agency or governmental body having jurisdiction over Ocwen; and agreed Ocwen is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair Ocwen's ability to perform or meet any of its obligations under this Agreement. (iv) Ocwen is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of Ocwen's knowledge, threatened, against Ocwen that would materially and adversely affect the representations and warranties set forth in execution, delivery or enforceability of this Section 3.02 shall survive delivery Agreement or the ability of Ocwen to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Ocwen of, or compliance by Ocwen with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, Ocwen has obtained the same. (vii) Ocwen has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (b) GreenPoint hereby represents and warrants to the TrusteeDepositor, Ocwen and the Trustee as follows, as of the date hereof: (i) GreenPoint is a New York corporation and is validly existing and in good standing under the laws of the state of New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by GreenPoint in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) Upon discovery GreenPoint has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by any this Agreement and has duly authorized by all necessary corporate action on the part of GreenPoint the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of GreenPoint, enforceable against GreenPoint in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Seller, a Servicercourt before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by GreenPoint, the Depositorservicing of the Mortgage Loans under this Agreement, the Certificate Insurerconsummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the Trustee terms hereof are in the ordinary course of business of GreenPoint and will not (each, for purposes of this paragraph, A) result in a "party") of a material breach of any term or provision of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests charter or by-laws of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurer, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) GreenPoint or (B) abovematerially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the related Servicer terms of any other material agreement or instrument to which GreenPoint is a party or by which it may thereafter be removed pursuant bound, or (C) constitute a material violation of any statute, order or regulation applicable to Section 8.20(a)(ivGreenPoint of any court, regulatory body, administrative agency or governmental body having jurisdiction over GreenPoint; and GreenPoint is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair GreenPoint's ability to perform or meet any of its obligations under this Agreement. (iv) GreenPoint is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of GreenPoint's knowledge, threatened, against GreenPoint that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of GreenPoint to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof; provided. (vi) No consent, howeverapproval, that authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by GreenPoint of, or compliance by GreenPoint with, this Agreement or the consummation of the transactions contemplated hereby, or if any party can establish to such consent, approval, authorization or order is required, GreenPoint has obtained the reasonable satisfaction of same. (vii) GreenPoint has fully furnished and will fully furnish (for the Certificate Insurer that period it is diligently pursuing remedial actionserviced the Mortgage Loans), then the cure period may be extended in accordance with the written approval of the Certificate InsurerFair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer Seller and the Owners, as to itself and its Mortgage Loan Servicing Group only, that as of the Startup Day: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. Such Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under the Operative Documents to which it is a party. (b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the such Operative Documents on the part of such Servicer and the performance by such Servicer of its obligations under the such Operative Documents to which it is a party. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the Trustee. (ii) . Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, Depositor or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate InsurerOwners, the party discovering such breach shall give prompt written notice to the other partiesparties (provided that one Servicer need not give such notice to the other Servicers). Within 60 days of its discovery or its receipt of notice of such breach, (A) the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurerrespects, (B) to the extent such breach relates to an Ameriquest Loan and can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) Ameriquest may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party such Servicer can establish to the reasonable satisfaction of the Certificate Insurer Seller that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate InsurerSeller, which such written approval shall not be unreasonably withheld.

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer Seller and the Owners, as to itself and its Mortgage Loan Servicing Group only, that as of the Startup Day: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is in compliance with the laws of each state in which any Property is located to the extent necessary to enable it to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. Such Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under the Operative Documents to which it is a party. (b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the such Operative Documents on the part of such Servicer and the performance by such Servicer of its obligations under the such Operative Documents to which it is a party. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the Trustee. (ii) Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, Depositor or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate InsurerOwners, the party discovering such breach shall give prompt written notice to the other partiesparties (provided that one Servicer need not give such notice to the other Servicers). Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurerrespects, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party such Servicer can establish to the reasonable satisfaction of the Certificate Insurer Seller that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate InsurerSeller, which such written approval shall not be unreasonably withheld.

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer Administrator and the OwnersTrustee as follows, as to itself only, that as of the Startup Daydate hereof: (ai) It Such Servicer is a duly organized corporation duly organized, and is validly existing and in good standing under the laws of its the state of incorporationits incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the such Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each state in which any Property is located such state, to the extent necessary to enable it ensure its ability to enforce each Mortgage Loan which such Servicer is servicing under this Agreement, to service such Mortgage Loans in accordance with the terms of this Agreement and to perform its obligations hereunder and is in good standing as a foreign corporation in each jurisdiction in which the nature any of its business, or other obligations under this Agreement in accordance with the properties owned or leased by it make such qualification necessary. terms hereof. (ii) Such Servicer has all requisite the full corporate power and authority to own service each Mortgage Loan which such Servicer is servicing, and operate its propertiesto execute, to carry out its business as presently conducted deliver and as proposed to be conducted perform, and to enter into and discharge its obligations under consummate the Operative Documents to which it is a party. (b) The execution transactions contemplated by this Agreement and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been has duly authorized by all necessary corporate action on the part of such Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Servicer, enforceable against such Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by such Servicer, the servicing of the Mortgage Loans when such Servicer is servicing under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of such Servicer and will not violate (A) result in a material breach of any term or provision of the charter or by-laws of such Servicer's articles Servicer or certificate of incorporation (B) materially conflict with, result in a material breach, violation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a material default under, the breach of, terms of any other material contract, agreement or other instrument to which such Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to such Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Servicer; and such Servicer is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair such Servicer Servicer's ability to perform or meet any of its propertiesobligations under this Agreement. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) Such Servicer is not in default with respect to any order an approved servicer of conventional mortgage loans for FNMA or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunderFHLMC. (ev) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened threatened, against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of such Servicer or its properties or would materially and adversely affect its performance hereunder and under to service the other Operative Documents to which Mortgage Loans when such Servicer is a partyservicing under this Agreement or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (fvi) No certificate consent, approval, authorization or order of an officer, statement furnished in writing any court or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact governmental agency or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses body is required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with for the execution, delivery and performance by such Servicer of the Operative Documents to which it is a partyof, have been duly takenor compliance by such Servicer with, given this Agreement or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by the Operative Documents on the part of hereby, or if any such consent, approval, authorization or order is required, such Servicer and has obtained the performance by such Servicer of its obligations under the Operative Documents to which it is a partysame. (h) The collection practices used by such Servicer with respect to the Mortgage Loans serviced by it have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business. (i) The transactions contemplated by this Agreement are in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the Trustee. (ii) Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurer, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicers. (i) Each Servicer hereby represents and warrants to the Trustee, the Depositor, the Seller, the Certificate Insurer and the Owners, as to itself only, that as of the Startup Dayfollows: (a) It Such Servicer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporationorganization, and is in compliance with the laws of each state in which any Property is located duly qualified to the extent necessary to enable it to perform its obligations hereunder do business, and is in good standing as a foreign corporation (or, in each the case of the Nordtrac Group, otherwise has proper authority to conduct business), in every jurisdiction in which where the nature of its businessbusiness requires it to be so qualified, unless the failure to so qualify would not have a material adverse effect on (i) the interests of the Investors hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the properties owned or leased by it make such qualification necessary. Such ability of the Servicer has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge perform its obligations under the Operative Documents to which it is a partyhereunder. (b) The execution and delivery of the Operative Documents to which such Servicer is a party by such Servicer and its performance and compliance with the terms thereof have been duly authorized by all necessary corporate action on the part of such Servicer and will not violate such Servicer's articles or certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which such Servicer is a party or by which such Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over such Servicer or any of its properties. (c) Each Operative Document to which such Servicer is a party, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of such Servicer, enforceable against it in accordance with the terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Such Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder. (e) No litigation is pending with respect to which such Servicer has received service of process or, to the best of such Servicer's knowledge, threatened against such Servicer which litigation would prohibit its entering into the Operative Documents to which such Servicer is a party or would materially and adversely affect the condition (financial or otherwise) or operations of such Servicer or its properties or would materially and adversely affect its performance hereunder and under the other Operative Documents to which such Servicer is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by such Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution, delivery and performance by such Servicer of the Operative Documents this Agreement and any other documents to which be delivered by it is a partyhereunder (i) are within such Servicer’s corporate powers, (ii) have been duly takenauthorized by all necessary corporate action, given (iii) do not contravene (1) such Servicer’s charter or obtainedbylaws, as (2) any law, rule or regulation applicable to the case may beServicer, are (3) any contractual restriction binding on or affecting such Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Servicer or its property, and (iv) do not result in full force and effect on or require the date hereofcreation of any lien, are not subject security interest or other charge or encumbrance upon or with respect to any pending proceedings of its properties. This Agreement has been duly executed and delivered by such Servicer. (c) No authorization or appeals (administrative, judicial approval or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenother action by, and are adequate no notice to authorize or filing with, any governmental authority or regulatory body is required for the consummation of the transactions contemplated by the Operative Documents on the part of such Servicer due execution, delivery and the performance by such Servicer of this Agreement or any other document to be delivered by it hereunder. (d) This Agreement constitutes the legal, valid and binding obligation of such Servicer enforceable against the Servicer in accordance with its terms. (e) Since December 18, 2003 there has been no material adverse change in the business, operations, property or financial or other condition of the Parent Servicer on a consolidated basis. (f) There is no pending or, to such Servicer’s knowledge, threatened action, investigation or proceeding against such Servicer or any of its Subsidiaries before any court, governmental agency or arbitrator which is reasonably expected to materially adversely affect the ability of such Servicer to perform its obligations under this Agreement, or which purports to affect the Operative Documents to which it is a partylegality, validity or enforceability of this Agreement. (hg) The collection practices used by On the date of each purchase and reinvestment (and after giving effect thereto), the sum of the Receivable Interests is not greater than the Maximum Purchaser Interest on such Servicer with respect to the Mortgage Loans serviced by it have been, date. Each Receivable characterized in all material respects, legal, proper, prudent and customary any Seller Report as an Eligible Receivable or as included in the mortgage servicing business. (i) The transactions contemplated by this Agreement are Net Receivables Pool Balance is, as of the date of such Seller Report, an Eligible Receivable or properly included in the ordinary course of business of such Servicer. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the TrusteeNet Receivables Pool Balance. (ii) Upon discovery by any of the Seller, a Servicer, the Depositor, the Certificate Insurer, or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, the related Servicer shall (A) cure such breach in all material respects to the satisfaction of the Certificate Insurer, (B) to the extent such breach can only be cured through repurchase or substitution of one or more Mortgage Loans, the Servicer (other than Advanta) may so repurchase or substitute in the manner set forth in Section 3.04(b), and (C) to the extent that such breach is not cured in accordance with clause (A) or (B) above, the related Servicer may thereafter be removed pursuant to Section 8.20(a)(iv) hereof; provided, however, that if any party can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.