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

Representations, Warranties and Covenants of the Subservicer. The Subservicer hereby represents and warrants to the Trustee as follows: (a) The Subservicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state necessary to enable it to perform its obligations under the terms of this Agreement; the Subservicer has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by the Subservicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Subservicer; and all requisite corporate action has been taken by the Subservicer to make this Agreement valid and binding upon the Subservicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Subservicer's charter or by-laws or any material agreement or instrument to which the Subservicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Subservicer or its property is subject; (c) There is no action, suit, proceeding, or investigation pending or, to the knowledge of the Subservicer, threatened against the Subservicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Subservicer, or in any material impairment of the right or ability of the Subservicer to carry on its business, or of any action taken or to be taken in connection with the obligations of the Subservicer contemplated herein, or which would materially impair the ability of the Subservicer to perform under the terms of this Agreement; and (d) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Subservicer of or compliance by the Subservicer with this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the date hereof.