BACK-UP SERVICER OR ANY OF ITS ASSETS;
(D)
THIS SERVICING AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING
OBLIGATION OF THE BACK-UP SERVICER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND
OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
TO GENERAL PRINCIPLES OF EQUITY;
(E)
THE BACK-UP SERVICER IS NOT IN VIOLATION OF, AND THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS SERVICING AGREEMENT BY THE BACK-UP SERVICER
WILL NOT CONSTITUTE A VIOLATION WITH RESPECT TO, ANY APPLICABLE ORDER OR DECREE
OF ANY COURT OR ANY ORDER, REGULATION OR DEMAND OF ANY FEDERAL, STATE, MUNICIPAL
OR GOVERNMENTAL AGENCY, WHICH VIOLATION MIGHT HAVE CONSEQUENCES THAT WOULD
MATERIALLY AND ADVERSELY AFFECT THE CONDITION (FINANCIAL OR OTHER) OR OPERATIONS
OF THE BACK-UP SERVICER OR ITS PROPERTIES OR MIGHT HAVE CONSEQUENCES THAT WOULD
MATERIALLY ADVERSELY AFFECT THE PERFORMANCE OF ITS DUTIES HEREUNDER; AND
(F)
NO PROCEEDING OF ANY KIND, INCLUDING BUT NOT LIMITED TO
LITIGATION, ARBITRATION, JUDICIAL OR ADMINISTRATIVE, IS PENDING OR, TO THE
KNOWLEDGE OF THE BACK-UP SERVICER, CONTEMPLATED OR THREATENED AGAINST THE
BACK-UP SERVICER WHICH WOULD UNDER ANY CIRCUMSTANCE HAVE AN ADVERSE EFFECT ON
THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEABILITY OF THIS SERVICING
AGREEMENT BY OR AGAINST THE BACK-UP SERVICER.
4.03.
REPRESENTATIONS AND WARRANTIES OF THE ISSUER. THE ISSUER HEREBY
REPRESENTS, WARRANTS AND COVENANTS TO THE BACK-UP SERVICER, THE SERVICER, THE
NOTEHOLDERS, THE INSURER AND THE INDENTURE TRUSTEE THAT AS OF THE DATE OF THIS
SERVICING AGREEMENT OR AS OF SUCH DATE SPECIFICALLY PROVIDED HEREIN:
(A)
THE ISSUER IS A DELAWARE STATUTORY TRUST DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS SERVICING AGREEMENT AND TO PERFORM THE
TERMS AND PROVISIONS HEREOF;
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE ISSUER OF THIS
SERVICING AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION BY THE
ISSUER, DO NOT
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REQUIRE ANY APPROVAL OR CONSENT OF ANY PERSON, DO NOT AND WILL NOT CONFLICT WITH
ANY MATERIAL PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF THE ISSUER, AND DO NOT
AND WILL NOT CONFLICT WITH OR RESULT IN A BREACH WHICH WOULD CONSTITUTE A
MATERIAL DEFAULT UNDER ANY AGREEMENT BINDING UPON OR APPLICABLE TO IT OR SUCH OF
ITS PROPERTY WHICH IS MATERIAL TO IT, OR ANY LAW OR GOVERNMENTAL REGULATION OR
COURT DECREE APPLICABLE TO IT OR SUCH MATERIAL PROPERTY, AND THIS SERVICING
AGREEMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE ISSUER ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS EXCEPT AS THE SAME MAY BE LIMITED BY INSOLVENCY,
BANKRUPTCY, REORGANIZATION OR OTHER LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS OR BY GENERAL EQUITY PRINCIPLES; AND
(C)
NO LITIGATION OR ADMINISTRATIVE PROCEEDING OF OR BEFORE ANY COURT,
TRIBUNAL OR GOVERNMENTAL BODY IS PRESENTLY PENDING, OR TO THE KNOWLEDGE OF THE
ISSUER THREATENED, AGAINST THE ISSUER OR ITS PROPERTIES OR WITH RESPECT TO THIS
SERVICING AGREEMENT, WHICH, IF ADVERSELY DETERMINED WOULD, IN THE OPINION OF THE
ISSUER, HAVE A