Common use of REPRESENTATIONS OF BACK-UP SERVICER Clause in Contracts

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up Servicer makes the following representations and warranties: (a) The Back-Up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Back-Up Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Back-Up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein and therein contemplated will not (i) conflict with the organizational documents of the Back-Up Servicer or result in a breach of any of the terms or provisions of, conflict with or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Back-Up Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Back-Up Servicer pursuant to the terms of any material agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; or (iii) result in any violation of any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warranties: (a) The Back-Up up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement, the Trust and Security Agreement and any other Transaction Document to which it is a party the Insurance Agreement and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement, the Trust and Security Agreement and any other Transaction Document to which it is a party the Insurance Agreement shall have been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Agreement, the Trust and Security Agreement and any other Transaction Document to which it is a party constitutes the Insurance Agreement shall constitute a legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Agreement, the Trust and therein contemplated will not (i) conflict with Security Agreement and the organizational documents Insurance Agreement and the fulfillment of the Back-Up Servicer or terms thereof shall not conflict with, result in a any breach of any of the terms or and provisions of, conflict nor constitute (with or constitute without notice or lapse of time) a default under, the articles of incorporation or by-laws of the Back-up Servicer, or any indenture, agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subjectinstrument; or (iii) result in any violation of any statute or any order, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over it or any of its properties.nor violate (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties and in which the Back-up Servicer is named as a party or target of investigation (i) asserting the invalidity of this Agreement, the Trust and Security Agreement or any of the other Transaction Documents to which it is a partyInsurance Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Trust and Security Agreement or any of the other Transaction Documents to which it is a partyInsurance Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Trust and Security Agreement or any other Transaction Documents to which it is a party. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Insurance Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warrantieswarranties to the Trustee and the Certificateholders: (a) The Back-Up up Servicer has been duly organized and is validly existing as a an Illinois banking corporation duly organized and validly existing in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. The Back-up Servicer is duly qualified to do business as a foreign corporation 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 so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Back-up Servicer. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have has been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, reorganization or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Agreement, and therein contemplated will not (i) conflict with the organizational documents fulfillment of the Back-Up Servicer or terms hereof do not conflict with, result in a any breach of any of the terms or and provisions of, conflict nor constitute (with or constitute without notice or lapse of time) a default under, the charter or by-laws of the Back-up Servicer, or any agreementindenture, mortgage, deed of trust agreement or other such instrument to which the Back-Up up Servicer is a party or by which it is bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any Federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a party. (f) The Back-Up Servicer has Agreement. Such representations speak as of the execution and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under delivery of this Agreement or under any and as of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or Closing Date in the aggregate do notcase of the Initial Contracts, andand as of the applicable Subsequent Transfer Date in the case of the Subsequent Contracts, with but shall survive the passage sale, transfer and assignment of time will not, have a material adverse affect on its business or assets, or its ability the Contracts to perform its obligations under this Agreementthe Trust. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warranties: (a) The Back-Up up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party constitutes shall constitute a legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Agreement, the Indenture and therein contemplated will not (i) conflict with the organizational documents Insurance Agreement and the fulfillment of the Back-Up Servicer or terms thereof shall not conflict with, result in a any breach of any of the terms or and provisions of, conflict nor constitute (with or constitute without notice or lapse of time) a default under, the articles of incorporation or by-laws of the Back-up Servicer, or any indenture, agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any Federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this Agreement Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture or any other Transaction Documents to which it is a party. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Insurance Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warrantieswarranties as of the date hereof and as of each Purchase Date: (a) The Back-Up up Servicer has been duly organized and is validly existing as a Delaware corporation duly organized and validly existing in good standing under the laws of the State its state of Delawareincorporation, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party and to carry out its respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Agreement and any other Transaction Document to which it is a party constitutes a legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Agreement, and therein contemplated will not (i) conflict with the organizational documents fulfillment of the Back-Up Servicer or terms hereof shall not conflict with, result in a any breach of any of the terms or and provisions of, conflict or constitute (with or constitute without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Back-up Servicer, or any indenture, agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any Federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyAgreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyAgreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by ability of the Back-Up up Servicer of to perform its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a partyAgreement. (f) The All approvals, authorizations, consents, orders or other actions of any Person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution and delivery of this Agreement and the performance of the duties and obligations hereunder by the Back-Up up Servicer has and shall preserve its qualification have been taken or obtained on or prior to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effectdate hereof. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it No Restaurant is not in violation an Affiliate of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up up Servicer acknowledges that it has or any officer or director of the systems in place capable Back-up Servicer or any Affiliate of providing and storing such informationthe Back-up Servicer.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warranties: (a) The Back-Up up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party the Indenture and to carry out its their respective terms, ; and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party the Indenture shall have been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Each of this Agreement and any other Transaction Document to which it is a party the Indenture constitutes a legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party Indenture and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation fulfillment of the transactions herein and therein contemplated will terms thereof shall not (i) conflict with the organizational documents of the Back-Up Servicer or with, result in a any breach of any of the terms or and provisions of, conflict nor constitute (with or constitute without notice or lapse of time) a default under, the articles of incorporation or by-laws of the Back-up Servicer, or any indenture, agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any Federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up Back- up Servicer’s 's best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this the Servicing Agreement or any of the other Transaction Documents to which it is a partyIndenture, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyIndenture, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a partythe Indenture. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warranties: (a) The Back-Up up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement and any other Transaction Document to which it is a party the Indenture and to carry out perform its respective termsobligations under each of the foregoing, and the execution, delivery, and performance of this Agreement and any other Transaction Document to which it is a party shall have the Indenture has been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Assuming the due authorization, execution and delivery by each other party thereto, each of this Agreement and any other Transaction Document to which it is a party the Indenture constitutes a the legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganizationconservatorship, reorganization or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party Indenture and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation fulfillment of the transactions herein terms hereof and therein contemplated will thereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (iwith or without notice or lapse of time) conflict with a default under, the organizational documents of the Back-Up Servicer up Servicer, or result in a breach of any of the terms or provisions ofindenture, conflict with or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s best 's knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents to which it is a partyIndenture, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a partyIndenture, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Documents to which it is a partythe Indenture. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.

REPRESENTATIONS OF BACK-UP SERVICER. The Back-Up up Servicer makes the following representations and warranties: (a) The Back-Up up Servicer has been duly organized and is validly existing as a corporation duly organized and validly existing national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (b) The Back-Up up Servicer has the power and authority to execute and deliver this Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party and to carry out perform its respective termsobligations under each of the foregoing, and the execution, delivery, and performance of this Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party shall have has been duly authorized by the Back-Up up Servicer by all necessary corporate action. (c) This Assuming the due authorization, execution and delivery by each other party thereto, each of this Agreement, the Indenture and the Insurance Agreement and any other Transaction Document to which it is a party constitutes a the legal, valid, and binding obligation of the Back-Up up Servicer enforceable in accordance with its respective terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganizationconservatorship, reorganization or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (d) The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by the Back-Up Servicer of its obligations under such agreements and the consummation of the transactions herein contemplated by this Agreement, the Indenture and therein contemplated will the Insurance Agreement and the fulfillment of the terms hereof and thereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (iwith or without notice or lapse of time) conflict with a default under, the organizational documents of the Back-Up Servicer up Servicer, or result in a breach of any of the terms or provisions ofindenture, conflict with or constitute a default under, any agreement, mortgage, deed of trust or other such instrument to which the Back-Up up Servicer is a party or by which it is shall be bound; (ii) nor result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the property or assets of the Back-Up Servicer its properties pursuant to the terms of any material such indenture, agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which instrument; nor violate any of its property or assets is subject; or (iii) result in any violation of any statute law or any order, rule rule, or regulation applicable to the Back-up Servicer of any court or of any federal or state regulatory authority body, administrative agency, or other governmental agency or body instrumentality having jurisdiction over it the Back-up Servicer or any of its properties. (e) There are no proceedings or investigations pending or, to the Back-Up up Servicer’s best 's knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Back-Up up Servicer or its properties (i) asserting the invalidity of this Agreement Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents to which it is a partyInsurance Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Back-Up up Servicer of its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture or any other Transaction Documents to which it is a party. (f) The Back-Up Servicer has and shall preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary or desirable to enable it to perform its duties as Back-Up Servicer and Successor Servicer under this Agreement or under any of the other Transaction Documents to which it is a party, except where the failure to so qualify would not have a Material Adverse Effect. (g) The Back-Up Servicer has operated its business in accordance with all Applicable Laws and regulations and it is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse affect on its business or assets, or its ability to perform its obligations under this Insurance Agreement. (h) The Back-Up Servicer shall be provided by the Servicer the information it reasonably requires to perform its duties set forth in Section 8.4 and the Back-Up Servicer acknowledges that it has the systems in place capable of providing and storing such information.