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

Representations, Warranties and Covenants of the Master. Servicer and the Special Servicer. --------------------------------- (a) The Master Servicer hereby represents, warrants and covenants that as of the Closing Date: (i) The Master Servicer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted, and is in compliance with the laws of each state in which any Mortgaged Property is located, to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The Master Servicer has the full corporate power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement do not violate the Master Servicer's certificate of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets, which default or breach would have consequences that would materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (iii) This Agreement has been duly and validly authorized, executed and delivered by the Master Servicer and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors' rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any state or federal statute, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (v) There are no actions, suits or proceedings pending or, to the knowledge of the Master Servicer, threatened, against the Master Servicer which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations or financial condition of the Master Servicer or would materially impair the ability of the Master Servicer to perform under the terms of this Agreement or draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein; (vi) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or, if required, such approval has been obtained prior to the Closing Date, except to the extent that the failure of the Master Servicer to be qualified as a foreign corporation or licensed in one or more states is not necessary for the enforcement of the Mortgage Loans; (vii) The Master Servicer has examined each Sub-Servicing Agreement, will examine each future Sub-Servicing Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.2; and (viii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.

Representations, Warranties and Covenants of the Master. Servicer and the Special Servicer. ---------------------------------. (a) The Master Servicer ICI Funding hereby represents, represents and warrants and covenants that to the Trustee as of -------- the Closing DateDate that: (i) The Master Servicer It is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and has all licenses necessary to carry on its business as now being conducted, incorporation and is in compliance with good standing as a foreign corporation in each jurisdiction where such qualification is necessary and throughout the term of this Agreement will remain a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or any state of reincorporation and in good standing as a foreign corporation in each state jurisdiction where such qualification is necessary (except, in which any Mortgaged Property is locatedthe case of foreign corporation qualification both on the date hereof and in the future, where the failure so to qualify would not reasonably be expected to have a material adverse effect on the extent necessary Master Servicer's ability to ensure enter into this Agreement or to perform its obligations hereunder), and has the enforceability of each Mortgage Loan in accordance with the terms of corporate power and authority to perform its obligations under this Agreement; (ii) The Master Servicer has the full corporate power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the execution and delivery of this Agreement have been duly authorized by all requisite corporate action; (iii) This Agreement, assuming due authorization, execution, and delivery by the Master Servicer other parties hereto, will constitute its legal, valid and binding obligation, enforceable in accordance with its terms, except only as such enforcement may be limited by applicable Debtor Relief Laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law; (iv) Its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not (A) violate the Master Servicer's its certificate of incorporation or by-laws bylaws (B) to its knowledge, violate any law or regulation, or any administrative or judicial decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer it is a party or which may be applicable to the Master Servicer it or any of its assets, which default or breach would have consequences that would materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (iiiv) This Agreement has been duly and validly authorizedTo its best knowledge, executed and delivered by the Master Servicer andafter reasonable investigation, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors' rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not constitute a violation default with respect to, any state or federal statute, to any order or decree of any court or any order order, regulation or regulation demand of any federal, state, municipal or governmental agency having jurisdictionagency, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, which default would reasonably be expected to have consequences that would materially and adversely affect the its financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (v) There are no actions, suits or proceedings pending or, to the knowledge of the Master Servicer, threatened, against the Master Servicer which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations or financial condition of the Master Servicer or would materially impair the ability of the Master Servicer to perform under the terms of this Agreement or draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinperformance hereunder; (vi) No consentIt does not believe, approvalnor does it have any reason or cause to believe, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery that it cannot perform each and performance by the Master Servicer of, or compliance by the Master Servicer with, every covenant contained in this Agreement or, if required, such approval has been obtained prior to the Closing Date, except to the extent that the failure of the Master Servicer to be qualified as a foreign corporation or licensed in one or more states is not necessary for the enforcement of the Mortgage Loansperformed by it; (vii) The Master Servicer has examined each Sub-Servicing Agreementconsummation of the transactions contemplated by this Agreement are in the ordinary course of its business; (viii) Except for the lawsuit Fortune Mortgage, will examine each future Sub-Servicing etc., et. al. v. ---------------------------------- Imperial Credit Industries, Inc., Imperial Credit Mortgage Holdings, Inc., -------------------------------------------------------------------------- ICI Funding Corp., et al., (O.C.S.C. No 776153), no litigation is pending ------------------------- or, to its best knowledge, threatened against it, which could be reasonably expected to materially and adversely affect its entering into this Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.2or performing its obligations under this Agreement or which would have a material adverse effect on its financial condition; and (viiiix) Each officer As to each Mortgage Loan, the Seller Contract is in full force and effect. (b) The Seller hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Seller Contract (but none of its obligations) insofar as such contract relates to the representations and warranties set forth in Exhibit C hereto regarding the Mortgage Loans (including the substitution and repurchase obligations of ICI Funding and the guaranty thereof of Imperial Credit Mortgage Holdings, Inc.); provided that the obligations of ICI Funding and Imperial Credit Mortgage Holdings, Inc. to substitute or employee repurchase a Mortgage Loan shall be the Trustee's and the Certificateholder's sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (c) [Intentionally omitted.] (d) If the Seller, ICI Funding, the Master Servicer that has responsibilities concerning or the servicing Trustee discovers a breach of any of the representations and administration warranties set forth in Exhibit C and such breach existed on the date the representation and warranty was made, which breach materially and adversely affects the interests of Mortgage Loans is covered by errors and omissions insurance Certificateholders or the Trustee in the amounts related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. ICI Funding within 60 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to Section 2.04, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in -------- ------- Exhibit C and the Mortgage Loan or the related property acquired with respect thereto has been sold, then ICI Funding shall pay, in lieu of the coverage Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to ICI Funding to the extent not required by Section 3law to be paid to the borrower. Any such purchase by ICI Funding shall be made by depositing an amount equal to the Repurchase Price in the appropriate subaccount of the Certificate Account and the Trustee, upon receipt of the Repurchase Price and of written notification of such deposit by a Servicing Officer (which notification shall detail the components of such Repurchase Price), shall release to ICI Funding the related Mortgage File and shall execute and deliver all instruments of transfer or assignment furnished to it by ICI Funding, without recourse, as are necessary to vest in ICI Funding title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the appropriate subaccount of the Certificate Account was received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of ICI Funding to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Representations, Warranties and Covenants of the Master. Servicer and the Special ServicerSellers. ---------------------------------------------------------- (a) The Master Servicer hereby representsrepresents and warrants to the Depositor and the Trustee as follows, warrants and covenants that as of the Closing Datedate hereof with respect to the Mortgage Loans: (i1) The Master Servicer is duly organized as a corporation, duly organized, Texas limited partnership and is validly existing and in good standing under the laws of the State of Delaware Texas and has is duly authorized and qualified to transact any and all licenses necessary business contemplated by this Agreement to carry on its business as now being conductedbe conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, and in any event, is in compliance with the doing business laws of each state in which any Mortgaged Property is locatedsuch state, to the extent necessary to ensure the enforceability of its ability to enforce each Mortgage Loan Loan, to service the Mortgage Loans in accordance with the terms of this Agreement;Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii2) The Master Servicer has the full corporate powerpartnership power and authority to sell and service each Mortgage Loan, authority and legal right to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by this Agreement and to perform in accordance herewith; has duly authorized by all necessary corporate action on the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement do not violate the Master Servicer's certificate of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets, which default or breach would have consequences that would materially and adversely affect the financial condition or operations part of the Master Servicer or its properties taken as a whole or impair the ability execution, delivery and performance of the Trust Fund to realize on the Mortgage Loans; (iii) This Agreement has been duly this Agreement; and validly authorized, executed and delivered by the Master Servicer andthis Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it the Master Servicer in accordance with the terms of this Agreementits terms, except as such enforcement that (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, liquidation, receivership, moratorium or receivership and other similar laws relating to or affecting creditors' rights generally, or by general principles generally and (b) the remedy of equity (regardless specific performance and injunctive and other forms of whether such enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law);therefor may be brought. (iv3) The Master Servicer is not in violation of, and the execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and its performance and the fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement business of the Master Servicer and will not (A) result in a material breach of any term or provision of the certificate of limited partnership, partnership agreement or other organizational document of the Master Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or (C) constitute a material violation with respect to, of any state or federal statute, any order or decree regulation applicable to the Master Servicer of any court court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any federalcourt, stateregulatory body, municipal administrative agency or governmental agency body having jurisdictionjurisdiction over it which breach or violation may materially impair the Master Servicer's ability to perform or meet any of its obligations under this Agreement. (4) The Master Servicer is an approved servicer of conventional mortgage loans for Fannie Mae and Freddie Mac and is x xxxtxxxee apxxxxxx by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. (5) No litigation is pending or, or result in to the creation or imposition best of any lienthe Master Servicer's knowledge, charge or encumbrance whichthreatened, in any such event, would have consequences against the Master Servicer that would materially and adversely affect the financial condition execution, delivery or operations enforceability of the Master Servicer this Agreement or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (v) There are no actions, suits or proceedings pending or, to the knowledge of the Master Servicer, threatened, against the Master Servicer which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations or financial condition of the Master Servicer or would materially impair the ability of the Master Servicer to perform under the terms of this Agreement or draw into question the validity of this Agreement or service the Mortgage Loans or to perform any of any action taken or to be taken its other obligations under this Agreement in connection accordance with the obligations of the Master Servicer contemplated herein;terms hereof. (vi6) No consent, approval, authorization or order of, or registration or filing with, or notice to of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Master Servicer has obtained the same. (7) The Master 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 for as long as such Mortgage Loans are registered with MERS. (b) CHL hereby represents and warrants to the Depositor and the Trustee as follows, as of the Cut-off Date (unless otherwise indicated or the context otherwise requires, percentages with respect to the Mortgage Loans in the Trust Fund or in a Loan Group or Loan Group are measured by the Cut-off Date Principal Balance of the Mortgage Loans in the Trust Fund or of the Mortgage Loans in the related Loan Group or Loan Group, as applicable): (1) CHL is duly organized as a New York corporation and is validly existing and in good standing under the laws of the State of New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by CHL in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to sell the CHL Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (2) CHL has the full corporate power and authority to sell each CHL Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of CHL the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of CHL, enforceable against CHL in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (3) The execution and delivery of this Agreement by CHL, the sale of the CHL Mortgage Loans by CHL under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of CHL and will not (A) result in a material breach of any term or provision of the charter or by-laws of CHL or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which CHL is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to CHL of any court, regulatory body, administrative agency or governmental body having jurisdiction over CHL; and CHL is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair CHL's ability to perform or meet any of its obligations under this Agreement. (4) CHL is an approved seller of conventional mortgage loans for Fannie Mae and Freddie Mac and is x xxxtxxxee apxxxxxx by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. (5) No litigation is pending or, to the best of CHL's knowledge, threatened, against CHL that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of CHL to sell the CHL Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (6) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by CHL of, or compliance by CHL with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, CHL has obtained the same. (7) The information set forth on Exhibit F-1 hereto with respect to each Mortgage Loan is true and correct in all material respects as of the Closing Date. (8) CHL will treat the transfer of the CHL Mortgage Loans to the Depositor as a sale of the CHL Mortgage Loans for all tax, accounting and regulatory purposes. (9) None of the Mortgage Loans are delinquent in payment of principal and interest. (10) No Mortgage Loan that is secured by a first lien on the related Mortgaged Property had a Loan-to-Value Ratio at origination in excess of 100.00%. (11) Each Mortgage Loans is secured by a valid and enforceable first lien on the related Mortgaged Property subject only to (1) the lien of non-delinquent current real property taxes and assessments, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such approval has been obtained Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the origination of the related Mortgage Loan, and (3) other matters to which like properties are commonly subject that do not materially interfere with the benefits of the security intended to be provided by such Mortgage. (12) Immediately prior to the assignment of each CHL Mortgage Loan to the Depositor, CHL had good title to, and was the sole owner of, such CHL Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same pursuant to this Agreement. (13) There is no delinquent tax or assessment lien against any Mortgaged Property. (14) There is no valid offset, claim, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note. (15) There are no mechanics' liens or claims for work, labor or material affecting any Mortgaged Property that are or may be a lien prior to, or equal with, the lien of such Mortgage, except those that are insured against by the title insurance policy referred to in item (18) below. (16) As of the Closing Date, except to the extent that the failure best of CHL's knowledge, each Mortgaged Property is free of material damage and is in good repair. (17) As of the Master Servicer Closing Date, neither CHL nor any prior holder of any Mortgage has modified the Mortgage in any material respect (except that a Mortgage Loan may have been modified by a written instrument that has been recorded or submitted for recordation, if necessary, to be protect the interests of the Certificateholders and the original or a copy of which has been delivered to the Trustee); satisfied, cancelled or subordinated such Mortgage in whole or in part; released the related Mortgaged Property in whole or in part from the lien of such Mortgage; or executed any instrument of release, cancellation, modification (except as expressly permitted above) or satisfaction with respect thereto. (18) A lender's policy of title insurance together with a condominium endorsement and extended coverage endorsement, if applicable, in an amount at least equal to the Cut-off Date Principal Balance of each such Mortgage Loan or a commitment (binder) to issue the same was effective on the date of the origination of each Mortgage Loan, each such policy is valid and remains in full force and effect, and each such policy was issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located and acceptable to Fannie Mae and Freddie Mac and is xx x form accexxxxxx to Fannie Mae and Freddie Mac, xxxxx policy insures xxx Xxllers and successor owners of indebtedness secured by the insured Mortgage, as a foreign corporation or licensed in one or more states is not necessary for to the enforcement first priority lien, of the Mortgage Loans;subject to the exceptions set forth in paragraph (11) above; to the best of CHL's knowledge, no claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including either Seller, has done, by act or omission, anything that would impair the coverage of such mortgage title insurance policy. (vii19) The Master Servicer has examined each SubNo Mortgage Loan was the subject of a Principal Prepayment in full between the Closing Date and the Cut-Servicing Agreement, will examine each future Sub-Servicing Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.2; andoff Date. (viii20) Each officer or employee To the best of CHL's knowledge, all of the Master Servicer improvements that has responsibilities concerning were included for the servicing purpose of determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and administration building restriction lines of Mortgage Loans such property, and no improvements on adjoining properties encroach upon the Mortgaged Property. (21) To the best of CHL's knowledge, no improvement located on or being part of the Mortgaged Property is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.violation of any applicable zoning law or

Representations, Warranties and Covenants of the Master. Servicer and the Special Servicer. ---------------------------------. (a) The Master Servicer ICI Funding hereby represents, represents and warrants and covenants that to the Trustee as of -------- the Closing DateDate that: (i) The Master Servicer It is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and has all licenses necessary to carry on its business as now being conducted, incorporation and is in compliance with good standing as a foreign corporation in each jurisdiction where such qualification is necessary and throughout the term of this Agreement will remain a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or any state of reincorporation and in good standing as a foreign corporation in each state jurisdiction where such qualification is necessary (except, in which any Mortgaged Property is locatedthe case of foreign corporation qualification both on the date hereof and in the future, where the failure so to qualify would not reasonably be expected to have a material adverse effect on the extent necessary Master Servicer's ability to ensure enter into this Agreement or to perform its obligations hereunder), and has the enforceability of each Mortgage Loan in accordance with the terms of corporate power and authority to perform its obligations under this Agreement; (ii) The Master Servicer has the full corporate power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; the execution and delivery of this Agreement have been duly authorized by all requisite corporate action; (iii) This Agreement, assuming due authorization, execution, and delivery by the Master Servicer other parties hereto, will constitute its legal, valid and binding obligation, enforceable in accordance with its terms, except only as such enforcement may be limited by applicable Debtor Relief Laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law; (iv) Its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not (A) violate the Master Servicer's its certificate of incorporation or by-laws bylaws (B) to its knowledge, violate any law or regulation, or any administrative or judicial decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer it is a party or which may be applicable to the Master Servicer it or any of its assets, which default or breach would have consequences that would materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (iiiv) This Agreement has been duly and validly authorizedTo its best knowledge, executed and delivered by the Master Servicer andafter reasonable investigation, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors' rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not constitute a violation default with respect to, any state or federal statute, to any order or decree of any court or any order order, regulation or regulation demand of any federal, state, municipal or governmental agency having jurisdictionagency, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, which default would reasonably be expected to have consequences that would materially and adversely affect the its financial condition or operations of the Master Servicer or its properties taken as a whole or impair the ability of the Trust Fund to realize on the Mortgage Loans; (v) There are no actions, suits or proceedings pending or, to the knowledge of the Master Servicer, threatened, against the Master Servicer which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations or financial condition of the Master Servicer or would materially impair the ability of the Master Servicer to perform under the terms of this Agreement or draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinperformance hereunder; (vi) No consentIt does not believe, approvalnor does it have any reason or cause to believe, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery that it cannot perform each and performance by the Master Servicer of, or compliance by the Master Servicer with, every covenant contained in this Agreement or, if required, such approval has been obtained prior to the Closing Date, except to the extent that the failure of the Master Servicer to be qualified as a foreign corporation or licensed in one or more states is not necessary for the enforcement of the Mortgage Loansperformed by it; (vii) The Master Servicer has examined each Sub-Servicing Agreementconsummation of the transactions contemplated by this Agreement are in the ordinary course of its business; (viii) No litigation is pending or, will examine each future Sub-Servicing to its best knowledge, threatened against it, which could be reasonably expected to materially and adversely affect its entering into this Agreement and will be familiar with the terms thereof. Any Sub-Servicing Agreements will comply with the provisions of Section 3.2or performing its obligations under this Agreement or which would have a material adverse effect on its financial condition; and (viiiix) Each officer As to each Mortgage Loan, the Seller Contract is in full force and effect. (b) The Seller hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Seller Contract (but none of its obligations) insofar as such contract relates to the representations and warranties set forth in Exhibit C hereto regarding the Mortgage Loans (including the substitution and repurchase obligations of ICI Funding and the guaranty thereof of Imperial Credit Mortgage Holdings, Inc.); provided that the obligations of ICI Funding and Imperial Credit Mortgage Holdings, Inc. to substitute or employee repurchase a Mortgage Loan shall be the Trustee's and the Certificateholder's sole remedy for any breach thereof. At the request of the Trustee, the Seller shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (c) [Intentionally omitted.] (d) If the Seller, ICI Funding, the Master Servicer that has responsibilities concerning or the servicing Trustee discovers a breach of any of the representations and administration warranties set forth in Exhibit C and such breach existed on the date the representation and warranty was made, which breach materially and adversely affects the interests of Mortgage Loans is covered by errors and omissions insurance Certificateholders or the Trustee in the amounts related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. ICI Funding within 60 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to Section 2.04, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in -------- ------- Exhibit C and the Mortgage Loan or the related property acquired with respect thereto has been sold, then ICI Funding shall pay, in lieu of the coverage Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to ICI Funding to the extent not required by Section 3law to be paid to the borrower. Any such purchase by ICI Funding shall be made by depositing an amount equal to the Repurchase Price in the appropriate subaccount of the Certificate Account and the Trustee, upon receipt of the Repurchase Price and of written notification of such deposit by a Servicing Officer (which notification shall detail the components of such Repurchase Price), shall release to ICI Funding the related Mortgage File and shall execute and deliver all instruments of transfer or assignment furnished to it by ICI Funding, without recourse, as are necessary to vest in ICI Funding title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the appropriate subaccount of the Certificate Account was received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of ICI Funding to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.