Common use of Servicing Compliance with Applicable Laws Clause in Contracts

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each Servicing Contract and Applicable Laws in all material respects. The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificates subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificates. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is a Participation Interest in the Portfolio Excess Spread evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, or (ii) is held in a deposit account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer of the Participation Certificates (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, the Seller has pledged to the Buyer all of its right, title and interest to the Participation Certificates to the Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the Noteholders).

Servicing Compliance with Applicable Laws. The PMC Seller has complied with the terms of each Servicing Contract and Applicable Laws in all material respects. The Seller Each Seller, solely with respect to itself, makes the following representations and warranties to the BuyerBuyers, with respect to such Seller’s Participation Certificates Certificate subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates if and when the related Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificates. (a) The representations and warranties made by the related Seller with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is evidences a Participation Interest in the Portfolio Excess Spread evidenced by such Participation CertificateSpread. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the The applicable Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The applicable Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the related Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, or (ii) is held in a deposit account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the applicable Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the applicable Buyer of the Participation Certificates (and assuming the continuing possession by the such Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the related Seller as debtor and the related Buyer as secured party, the related Seller has pledged to the related Buyer all of its right, title and interest to the Participation Certificates to the related Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer Buyers (at the written direction of the Indenture Trustee on behalf of the Noteholders).

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each the Servicing Contract and Applicable Laws applicable laws in all material respects. The Seller Borrower makes the following representations and warranties to the BuyerLender, with respect to Participation Certificates related to Servicing Rights subject to each Transactiona Loan Advance, as of the date of this Agreement, the date of any TransactionLoan Advance, and while the Program Agreements Loan Documents are in full force and effect. The representations and warranties shall be limited to Participation Certificates related to Servicing Rights that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates related to Servicing Rights if and when the Seller Borrower has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation CertificatesCertificates related to Servicing Rights. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is a Participation Interest participation interest in the Portfolio Excess Spread evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the Seller Borrower has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The Seller , Borrower is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer Lender granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and Certificate, the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is Investment Property or (iiiv) is held in a deposit accountSecurities Account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests participation interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer Lender provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer Lender of the Participation Certificates (and assuming the continuing possession by the Buyer Lender of such certificate in accordance with the requirements of Applicable Lawapplicable law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller Borrower as debtor and the Buyer Lender as secured party, the Seller Borrower has pledged to the Buyer Lender all of its right, title and interest to the Participation Certificates to the BuyerLender. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller Borrower has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the Noteholders)Lender.

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each Servicing Contract and Applicable Laws in all material respects. The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificates subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificates. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is a Participation Interest in the Portfolio Excess Spread evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is investment property or (iiiv) is held in a deposit account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer of the Participation Certificates (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, the Seller has pledged to the Buyer all of its right, title and interest to the Participation Certificates to the Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the Noteholders).

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each Servicing Contract and Applicable Laws in all material respects. The Seller makes the following representations and warranties to the Buyer, with respect to the Participation Certificates subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificates. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Each Participation Certificate is a Participation Interest in the Portfolio Excess Spread or the Advance Reimbursement Amounts, in each case, evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess SpreadSpread or Advance Reimbursement Amounts, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and Certificate, the related Portfolio Excess SpreadSpread or the Advance Reimbursement Amounts, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, (ii) is investment property or (iiiii) is held in a deposit account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes Certificates constitute all the issued and outstanding Participation Interests of all related classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has Certificates have been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer of the Participation Certificates (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate Certificates in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, the Seller has pledged to the Buyer all of its right, title and interest to the Participation Certificates to the Buyer. The Lien granted hereunder is a first priority Lien in the Participation CertificateCertificates. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the NoteholdersNoteholders affected by such amendment or other modification).

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each Servicing Contract and Applicable Laws in all material respects. The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificates subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificates. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is a Participation Interest in the Portfolio Excess Spread evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the The Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, market or (ii) is investment property or (iv) is held in a deposit account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer of the Participation Certificates (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, the Seller has pledged to the Buyer all of its right, title and interest to the Participation Certificates to the Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the NoteholdersNoteholders affected by such amendment or other modification).

Servicing Compliance with Applicable Laws. The Seller has complied with the terms of each the Servicing Contract and Applicable Laws applicable laws in all material respects. The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificates related to Servicing Rights subject to each Transaction, as of the date of this Agreement, the date of any Transaction, and while the Program Agreements are in full force and effect. The representations and warranties shall be limited to Participation Certificates related to Servicing Rights that are acquired on or after the date of this Agreement. For purposes of this Schedule 1-B 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificates related to Servicing Rights if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation CertificatesCertificates related to Servicing Rights. (a) The representations and warranties with respect to the related Servicing Contract set forth on Schedule 1-A are true and correct in all material respects. (b) The Participation Certificate is a Participation Interest participation interest in the Portfolio Excess Spread evidenced by such Participation Certificate. (c) Subject to the rights of PMH under the PMH Repurchase Agreement, the Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. The , Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of the Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge. (d) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Portfolio Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and Certificate, the related Portfolio Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration. (e) None of the Participation Certificates (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is Investment Property or (iiiv) is held in a deposit accountDeposit Account. For purposes of this paragraph (e), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code. (f) The Participation Certificate constitutes all the issued and outstanding Participation Interests participation interests of all classes issued pursuant to the related Participation Agreement and is certificated. (g) The Participation Certificate has been duly and validly issued. (h) All consents of any Person required for the grant of the security interests in the Participation Certificates to the Buyer provided for herein have been obtained and are in full force and effect. (i) Upon delivery to the Buyer of the Participation Certificates (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Lawapplicable law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, the Seller has pledged to the Buyer all of its right, title and interest to the Participation Certificates to the Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate. (j) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of the Buyer (at the written direction of the Indenture Trustee on behalf of the Noteholders)Buyer.