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

Representations, Warranties and Covenants of the Supplemental Servicer. The Supplemental Servicer hereby represents and warrants to and covenants with the Trustee as follows: (a) The Supplemental Servicer 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 Amendment; the Supplemental Servicer has the full corporate power and authority to execute and deliver this Amendment and to perform in accordance herewith; the execution, delivery and performance of this Amendment by the Supplemental Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Amendment evidences the valid, binding and enforceable obligation of the Supplemental Servicer; and all requisite corporate action has been taken by the Supplemental Servicer to make this Amendment valid and binding upon the Supplemental Servicer in accordance with its terms; (b) Neither the execution and delivery of this Amendment, nor the fulfillment of or compliance with the terms and conditions of this Amendment, will conflict with or result in a breach of any of the terms, conditions or provisions of the Supplemental Servicer's charter or by-laws or any material agreement or instrument to which the Supplemental Servicer 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 Supplemental Servicer or its property is subject; (c) There is no action, suit, proceeding, or investigation pending or, to the knowledge of the Supplemental Servicer, threatened against the Supplemental Servicer 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 Supplemental Servicer, or in any material impairment of the right or ability of the Supplemental Servicer to carry on its business, or of any action taken or to be taken in connection with the obligations of the Supplemental Servicer contemplated herein, or which would materially impair the ability of the Supplemental Servicer to perform under the terms of this Amendment; 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 Supplemental Servicer of or compliance by the Supplemental Servicer with this Amendment or the consummation of the transactions contemplated by this Amendment, or if required, such approval has been obtained prior to the date hereof.