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

Representations and Warranties of the Subservicer. The Subservicer hereby represents and warrants to the Depositor, the Master Servicer and the Trustee as follows, as of the date hereof: (i) The Subservicer is a duly organized corporation and is validly existing and in good standing under the laws of the state of its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Subservicer 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) The Subservicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Subservicer 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 the Subservicer, enforceable against the Subservicer 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 the Subservicer, the servicing of the Mortgage Loans by the Subservicer 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 the Subservicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Subservicer 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 the Subservicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Subservicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicer; and the Subservicer 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 the Subservicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Subservicer is an approved Subservicer of conventional mortgage loans for FNMA or FHLMC. (v) No litigation is pending or, to the best of the Subservicer's knowledge, threatened, against the Subservicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Subservicer 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 the Subservicer of, or compliance by the Subservicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Subservicer has obtained the same. (vii) The Subservicer's computer and other systems used in servicing the Mortgage Loans currently are capable of operating in a manner so that on and after January 1, 2000 (A) the Subservicer can service the Mortgage Loans in accordance with the terms of this Agreement and (B) the Subservicer can operate its business in the same manner as it is operating on the date hereof.

Representations and Warranties of the Subservicer. The Subservicer hereby represents and warrants to the Depositor, the Master Servicer and the Trustee as follows, as of the date hereof: (i) The Subservicer is a duly organized corporation and is validly existing and in good standing under the laws of the state of its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Subservicer 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) The Subservicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Subservicer 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 the Subservicer, enforceable against the Subservicer 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 the Subservicer, the servicing of the Mortgage Loans by the Subservicer 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 the Subservicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Subservicer 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 the Subservicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Subservicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicer; and the Subservicer 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 the Subservicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Subservicer is an approved Subservicer of conventional mortgage loans for FNMA or FHLMC. (v) No litigation is pending or, to the best of the Subservicer's knowledge, threatened, against the Subservicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Subservicer 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 the Subservicer of, or compliance by the Subservicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Subservicer has obtained the same. (vii) The Subservicer's computer and other systems used in servicing the Mortgage Loans currently are capable of operating in a manner so that on and after January 1, 2000 (A) the Subservicer can service the Mortgage Loans in accordance with the terms of this Agreement and (B) the Subservicer can operate its business in the same manner as it is operating on the date hereof.

Representations and Warranties of the Subservicer. The Subservicer hereby represents and warrants to the Depositor, the Master Servicer and the Trustee as follows, as of the date hereofother parties: (ia) The Subservicer is a duly organized corporation and is validly existing and in good standing under the laws of the state State of Wyoming and has all licenses necessary to carry on its incorporation business as now being conducted and is duly authorized licensed, qualified and qualified to transact any and all business contemplated by this Agreement to be conducted by the Subservicer in any good standing in each state in which where a Mortgaged Property is located if the laws of such state require licensing or is otherwise not required under applicable law qualification in order to effect such qualification andconduct business of the type conducted by the Subservicer, and in any event, event the Subservicer is in compliance with the doing business laws of any such state, state to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the enforceability of the Mortgage Loans Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with Agreement; the terms hereof. (ii) The Subservicer has the full corporate power and authority to service each Mortgage Loan, execute and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Subservicer to perform in accordance herewith; the execution, delivery and performance of this Agreement; and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, assuming the due authorization, execution and delivery hereof ) by the other parties heretoSubservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Subservicer, enforceable against ; and all requisite corporate action has been taken by the Subservicer to make this Agreement valid and binding upon the Subservicer 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 the Subservicer, the servicing of the Mortgage Loans by the Subservicer 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 Agreement are in the ordinary course of business of the Subservicer and will not (A) result Subservicer, who is in a material breach the business of any term or provision of the charter or by-laws of the Subservicer 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 the Subservicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Subservicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicer; and the Subservicer 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 the Subservicer's ability to perform or meet any of its obligations under this Agreement.servicing subprime mortgage loans; (ivc) The Subservicer There is an approved Subservicer of conventional mortgage loans for FNMA no action, suit, proceeding or FHLMC. (v) No litigation is investigation pending or, to the best knowledge of the Subservicer's knowledge, threatened, threatened against the Subservicer that which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer, or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or in any material liability on the part of the Subservicer, or which would materially and adversely affect draw into question the execution, delivery or enforceability validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Subservicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.of this Agreement; (vid) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Subservicer of, of or compliance by the Subservicer with, with this Agreement or the consummation of the transactions contemplated herebyAgreement, or if any such consent, approval, authorization or order is required, such approval has been obtained prior to the date hereof; (e) The Subservicer is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Mae or an approved servicer of conventional mortgage loans for Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Subservicer is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Subservicer has obtained the same. (vii) The Subservicer's computer and other systems used in servicing the Mortgage Loans currently are capable of operating in a manner so that on and after January 1, 2000 (A) the Subservicer can unable to service the Mortgage Loans in accordance with the terms of this Agreement and (B) the Subservicer can operate its business in the same manner as it is operating on the date hereofAgreement.

Representations and Warranties of the Subservicer. The Subservicer hereby represents and warrants to the Group II Certificate Insurer, the Depositor, the Master Servicer and the Trustee as follows, as of the date hereof: (i) The Subservicer is a duly organized corporation and is validly existing and in good standing under the laws of the state of its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Subservicer 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) The Subservicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Subservicer 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 the Subservicer, enforceable against the Subservicer 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 the Subservicer, the servicing of the Mortgage Loans by the Subservicer 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 the Subservicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Subservicer 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 the Subservicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Subservicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicer; and the Subservicer 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 the Subservicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Subservicer is an approved Subservicer of conventional mortgage loans for FNMA or FHLMC. (v) No litigation is pending or, to the best of the Subservicer's knowledge, threatened, against the Subservicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Subservicer 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 the Subservicer of, or compliance by the Subservicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Subservicer has obtained the same. (vii) The Subservicer's computer and other systems used in servicing the Mortgage Loans currently are capable of operating in a manner so that on and after January 1, 2000 (A) the Subservicer can service the Mortgage Loans in accordance with the terms of this Agreement and (B) the Subservicer can operate its business in the same manner as it is operating on the date hereof.

Representations and Warranties of the Subservicer. The Subservicer hereby represents and warrants to the Depositor, the Master Servicer and the Trustee as follows, other parties hereto as of the date hereofClosing Date that: (ia) The Subservicer is a has been duly organized corporation and is validly existing and in good standing under the laws of the state jurisdiction of its incorporation organization, with full power and is duly authorized authority to own its assets and qualified to transact any and all conduct its business contemplated by this Agreement to be conducted by the Subservicer 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 hereofas presently being conducted. (iib) The Subservicer has the full corporate power and authority to service each Mortgage Loan, execute and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Subservicer to perform its obligations hereunder, and the execution, delivery and performance of this Agreement; and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, assuming the due authorization, execution and delivery hereof ) by the other parties hereto, Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement constitutes a legal, valid and binding obligation of the Subservicer, enforceable against the Subservicer in accordance with its terms, except that (a) the as enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership and moratorium or other similar laws relating to now or hereafter in effect affecting the enforcement of creditors' ’ rights generally in general and (b) the remedy of specific performance and injunctive and other forms of equitable relief except as such enforceability may be subject to equitable defenses and to the discretion limited by general principles of the court before which any equity (whether considered in a proceeding therefor may be broughtat law or in equity). (iiid) The None of the execution and delivery of this Agreement by the Subservicer, the servicing of the Mortgage Loans by the Subservicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business of the Subservicer and this Agreement will not (A) conflict with or result in a material breach of any term or provision of the charter terms, articles of incorporation or by-laws of the Subservicer or (B) materially conflict with, result in a material breach, violation any legal restriction or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Subservicer is now a party or by which it may be is bound, or (C) constitute a material default or result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Subservicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicer; and the Subservicer its property is not in breach or violation of any material indenture or other material agreement or instrumentsubject, 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 the Subservicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Subservicer is an approved Subservicer of conventional mortgage loans for FNMA or FHLMC. (v) No litigation is pending or, to the best of the Subservicer's knowledge, threatened, against the Subservicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Subservicer Trust to service realize on the Mortgage Loans Loans, or to perform any impair the value of its other obligations under this Agreement in accordance with the terms hereofMortgage Loans. (vie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Subservicer of, of or compliance by the Subservicer with, with this Agreement or as evidenced by the consummation of the transactions contemplated herebyby this Agreement, or if any required, such consent, approval, authorization or order is required, has been obtained prior to the Subservicer has obtained the samerelated Closing Date. (viif) The There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Subservicer which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer's computer and other systems used , or in servicing any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans currently are capable or of operating in a manner so that on and after January 1any action taken or to be contemplated herein, 2000 (A) or which would be likely to impair materially the ability of the Subservicer can service the Mortgage Loans in accordance with to perform under the terms of this Agreement. (g) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Subservicer, who is in the business of selling and servicing loans. (Bh) The Subservicer is an approved servicer of conventional residential mortgage loans for Fxxxxx Mxx or Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Subservicer is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to service mortgage loans for Fxxxxx Mxx or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Subservicer can operate its business unable to comply with Fxxxxx Mxx or Fxxxxxx Mac eligibility requirements or which would require notification to either Fxxxxx Mxx or Freddie Mac. (i) The Subservicer acknowledges and agrees that the Subservicing Fee represents reasonable compensation for performing such services and that the entire Subservicing Fee shall be treated by the Subservicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. (j) The Subservicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every applicable covenant contained in this Agreement. The Subservicer is solvent and the sale of the Mortgage Loans will not cause the Subservicer to become insolvent. (k) There has been no material adverse change in the same manner as it is operating on business, operations, financial condition or assets of the Subservicer since the date hereofof the Subservicer’s most recent financial statements. (l) The information about the Subservicer under the heading “The Subservicer and the Master Servicer” in the Prospectus relating to the Subservicer does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.