Common use of Representations and Warranties Regarding the RMBS Servicer Clause in Contracts

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer represents and warrants to the Issuer, the Indenture Trustee and the RMBS Servicer, that: (i) The RMBS Subservicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Agreement and all of the transactions contemplated under this RMBS Subservicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Agreement. When executed and delivered, this RMBS Subservicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer or any provision of the charter or bylaws of the RMBS Subservicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer is a party or by which the RMBS Subservicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS Subservicer), or to the knowledge of the RMBS Subservicer threatened, against the RMBS Subservicer or any of its properties or with respect to this RMBS Subservicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS Subservicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Agreement; and (vi) The RMBS Subservicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer hereunder.

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer Servicer represents and warrants to the Issuer, the Indenture Trustee and the RMBS Master Servicer, that: (i) The RMBS Subservicer Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer Servicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer Servicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Servicing Agreement and all of the transactions contemplated under this RMBS Subservicing Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Servicing Agreement. When executed and delivered, this RMBS Subservicing Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer Servicer or any provision of the charter or bylaws of the RMBS SubservicerServicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer Servicer is a party or by which the RMBS Subservicer Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS SubservicerServicer), or to the knowledge of the RMBS Subservicer Servicer threatened, against the RMBS Subservicer Servicer or any of its properties or with respect to this RMBS Subservicing Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS SubservicerServicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Servicing Agreement; and (vi) The RMBS Subservicer Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer Servicer hereunder.

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer Servicer represents and warrants to the IssuerIssuing Entity, the Indenture Trustee and the RMBS Master Servicer, that: (i) The RMBS Subservicer Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer Servicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer Servicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Servicing Agreement and all of the transactions contemplated under this RMBS Subservicing Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Servicing Agreement. When executed and delivered, this RMBS Subservicing Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer Servicer or any provision of the charter or bylaws of the RMBS SubservicerServicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer Servicer is a party or by which the RMBS Subservicer Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS SubservicerServicer), or to the knowledge of the RMBS Subservicer Servicer threatened, against the RMBS Subservicer Servicer or any of its properties or with respect to this RMBS Subservicing Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS SubservicerServicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Servicing Agreement; and (vi) The RMBS Subservicer Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer Servicer hereunder.

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer Servicer represents and warrants to the Issuer, the Indenture Trustee and the RMBS Master Servicer, that: (i) The RMBS Subservicer Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer Servicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer Servicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Servicing Agreement and all of the transactions contemplated under this RMBS Subservicing Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Servicing Agreement. When executed and delivered, this RMBS Subservicing Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer Servicer or any provision of the charter or bylaws of the RMBS SubservicerServicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer Servicer is a party or by which the RMBS Subservicer Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS SubservicerServicer), or to the knowledge of the RMBS Subservicer Servicer threatened, against the RMBS Subservicer Servicer or any of its properties or with respect to this RMBS Subservicing Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS SubservicerServicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Servicing Agreement; and (vi) The RMBS Subservicer Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer Servicer hereunder.

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer Servicer represents and warrants to the Issuer, the Indenture Trustee Trustee, the Note Insurer and the RMBS Master Servicer, that: (i) The RMBS Subservicer Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer Servicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer Servicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Servicing Agreement and all of the transactions contemplated under this RMBS Subservicing Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Servicing Agreement. When executed and delivered, this RMBS Subservicing Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer Servicer or any provision of the charter or bylaws of the RMBS SubservicerServicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer Servicer is a party or by which the RMBS Subservicer Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS SubservicerServicer), or to the knowledge of the RMBS Subservicer Servicer threatened, against the RMBS Subservicer Servicer or any of its properties or with respect to this RMBS Subservicing Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS SubservicerServicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Servicing Agreement; and (vi) The RMBS Subservicer Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer Servicer hereunder.

Representations and Warranties Regarding the RMBS Servicer. The RMBS Subservicer Servicer represents and warrants to the Issuer, the Indenture Trustee and the RMBS Master Servicer, that: (i) The RMBS Subservicer Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Subservicer Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Subservicer Servicer or the validity or enforceability of the Mortgage Loans; (ii) The RMBS Subservicer Servicer has the power and authority to make, execute, deliver and perform this RMBS Subservicing Servicing Agreement and all of the transactions contemplated under this RMBS Subservicing Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this RMBS Subservicing Servicing Agreement. When executed and delivered, this RMBS Subservicing Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Subservicer Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) The RMBS Subservicer Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this RMBS Subservicing Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this RMBS Subservicing Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Subservicer Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Subservicer Servicer or any provision of the charter or bylaws of the RMBS SubservicerServicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Subservicer Servicer is a party or by which the RMBS Subservicer Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS SubservicerServicer), or to the knowledge of the RMBS Subservicer Servicer threatened, against the RMBS Subservicer Servicer or any of its properties or with respect to this RMBS Subservicing Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS SubservicerServicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this RMBS Subservicing Servicing Agreement; and (vi) The RMBS Subservicer Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the RMBS Subservicer Servicer hereunder.