Common use of Representations, Warranties and Covenants of the Backup Servicer Clause in Contracts

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. (b) The Backup Servicer has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer Insurer, the Seller and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. (b) The Backup Servicer has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer Insurer, the Seller and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. (b) The Backup Servicer has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's ’s reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer Insurer, the Seller and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation Texas limited partnership duly organized, validly existing and in good standing under the laws of the State of California. (b) The Backup Servicer has the corporate limited partnership power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate limited partnership action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's ’s reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The Backup 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. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer Insurer, the Seller and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. (b) The Backup Servicer has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's ’s reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The Backup 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. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer Seller and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation Texas limited partnership duly organized, validly existing and in good standing under the laws of the State of CaliforniaTexas. (b) The Backup Servicer has the corporate limited partnership power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate limited partnership action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date. (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's ’s reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The Backup 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. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's ’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.

Representations, Warranties and Covenants of the Backup Servicer. The Backup Servicer hereby represents, warrants and covenants to the Indenture Trustee, the Trust, the Master Servicer, the Note Insurer and the Sponsor that as of the date of this Agreement: (a) The Backup Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of CaliforniaDelaware. (b) The Backup Servicer has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Backup Servicer, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Backup Servicer with this Agreement or the consummation by the Backup Servicer of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date.; (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the certificate of incorporation or bylaws of the Backup Servicer, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Backup Servicer or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Backup Servicer of any court or governmental authority having jurisdiction over the Backup Servicer or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations of, the Backup Servicer pending, or to the knowledge of the Backup Servicer, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Backup Servicer's reasonable judgment, might materially and adversely affect the performance by the Backup Servicer of its obligations under this Agreement, or the validity or enforceability of this Agreement; and (g) The Backup Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Indenture Trustee.