Common use of Representations and Warranties Regarding the Back-up Servicer Clause in Contracts

Representations and Warranties Regarding the Back-up Servicer. The Back-up Servicer represents and warrants to the Issuer and for the benefit of the Bond Administrator and the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Insurer and the Bondholders, as of the Closing Date, that: (i) The Back-up Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Back-up Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Back-up Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Back-up Servicer has the corporate power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Back-up Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Back-up Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Back-up Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Back-up Servicer or any provision of the certificate of incorporation or bylaws of the Back-up Servicer, or constitute a material breach of any mortgage, indenture, contract and other agreement to which the Back-up Servicer is a party or by which the Back-up Servicer may be bound; and (v) No litigation or administrative proceeding of or before any courts, tribunal or governmental body is currently pending, or to the knowledge of the Back-up Servicer threatened, against the Back-up Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Back-up Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Back-up Servicer hereunder.

Representations and Warranties Regarding the Back-up Servicer. The Back-up Servicer hereby represents and warrants to the Issuer and for the benefit of the Bond Administrator and the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Certificate Insurer and the BondholdersCertificateholders that, as of the Closing Date, that: (i) The Back-up Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah and has the corporate power to own its assets and to transact the business in which it is currently engagedUtah. The Back-up Servicer is duly qualified in compliance with the laws of each state to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure extent necessary to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Back-up Servicer or the validity or enforceability of the Mortgage Loans; (ii) perform all servicing obligations hereunder. The Back-up Servicer has the corporate power and authority to make, execute, execute and deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize perform its obligations in accordance herewith; the execution, delivery and performance of this Servicing Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. When executed ) by the Back-up Servicer and delivered, the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action; this Servicing Agreement will constitute evidences the legal, valid and binding obligation of the Back-up Servicer enforceable against the Back-up Servicer in accordance with its terms, except as enforcement subject to the effect of such terms may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally and by or the availability application of equitable remedies; (iii) The Back-up Servicer is not required to obtain the consent of principles in any other Person proceeding, whether at law or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement equity; and the performance consummation of the transactions contemplated hereby by the Back-up Servicer will not violate any provision result in the breach of any existing law terms or regulation provisions of the articles of incorporation or any order or decree by-laws of any court applicable to the Back-up Servicer or result in the breach of any term or provision of the certificate of incorporation of, or bylaws of the Back-up Servicer, conflict with or constitute a material breach default under or result in the acceleration of any mortgageobligation under, indentureany material agreement, contract and indenture or loan or credit agreement or other agreement material instrument to which the Back-up Servicer or its property is a party subject, or by result in the violation of any law, rule, regulation, order, judgment or decree to which the Back-up Servicer or its property is subject; (ii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the Back-up Servicer of this Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be bound; and (v) No litigation taken or administrative proceeding review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of or before any courts, tribunal or governmental body is currently pending, or to the knowledge transactions contemplated by this Agreement on the part of the Back-up Servicer threatenedand the performance by the Back-up Servicer of its obligations as Back-up Servicer under this Agreement; (iii) There is no action, suit, proceeding or investigation pending or, to the best of the Back-up Servicer's knowledge, threatened against the Back-up Servicer that, either in any one instance or in the aggregate, may result in any of its material adverse change in the business, operations, financial condition, properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Back-up Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination assets of the Back-up Servicer hereunder.or

Representations and Warranties Regarding the Back-up Servicer. The Back-up Servicer hereby represents and warrants to the Issuer and for the benefit of the Bond Administrator and the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Certificate Insurer and the BondholdersCertificateholders that, as of the Closing Date, that: (i) The Back-up Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah and has the corporate power to own its assets and to transact the business in which it is currently engagedUtah. The Back-up Servicer is duly qualified in compliance with the laws of each state to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure extent necessary to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Back-up Servicer or the validity or enforceability of the Mortgage Loans; (ii) perform all servicing obligations hereunder. The Back-up Servicer has the corporate power and authority to make, execute, execute and deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize perform its obligations in accordance herewith; the execution, delivery and performance of this Servicing Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. When executed ) by the Back-up Servicer and delivered, the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action; this Servicing Agreement will constitute evidences the legal, valid and binding obligation of the Back-up Servicer enforceable against the Back-up Servicer in accordance with its terms, except as enforcement subject to the effect of such terms may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; and the consummation of the transactions contemplated hereby will not result in the breach of any terms or provisions of the articles of incorporation or by-laws of the Back-up Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Back-up Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Back-up Servicer or its property is subject; (ii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the availability Back-up Servicer of equitable remediesthis Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement on the part of the Back-up Servicer and the performance by the Back-up Servicer of its obligations as Back-up Servicer under this Agreement; (iii) There is no action, suit, proceeding or investigation pending or, to the best of the Back-up Servicer's knowledge, threatened against the Back-up Servicer that, 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 Back-up Servicer or in any material impairment of the right or ability of the Back-up Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Back-up Servicer or that would 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 Back-up Servicer, in its capacity as Back-up Servicer, contemplated herein, or that would be likely to impair the ability of the Back-up Servicer to perform under the terms of this Agreement; (iv) The Back-up Servicer is not required in default with respect to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Back-up Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Back-up Servicer or any provision of the certificate of incorporation its properties or bylaws of the Back-up Servicer, or constitute a material breach of any mortgage, indenture, contract and other agreement to which the might have consequences that would adversely affect its performance as Back-up Servicer is a party or by which the Back-up Servicer may be boundhereunder; and (v) No litigation or administrative proceeding of or before any courts, tribunal or governmental body is currently pending, or to the knowledge of The collection practices used by the Back-up Servicer threatenedare in all material respects legal, against proper, prudent and customary in the home equity mortgage loan servicing business. The representations and warranties set forth in this Section shall survive the sale and assignment of the Mortgage Loans to the Trust and the issuance, sale and delivery of the Certificates. Upon discovery of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of such Mortgage Loans or the interests of the Certificateholders or the Certificate Insurer in such Mortgage Loans, the party discovering such breach shall give prompt written notice to the other parties and the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of breach, the Back-up Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Back-up Servicer, has a reasonable likelihood of resulting shall cure such breach in a all material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Back-up Servicer hereunderrespects.