Common use of Representations and Warranties of the Servicer Clause in Contracts

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for or Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge Penalty in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved seller of seasoned mortgage loans and servicer of all types of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for or Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor and the Trustee as followsOwner, as of the date hereofof this Agreement and as of each Closing Date or as of such other date specified below, that: (i) The Servicer (a) is a corporation, duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, (b) has all licenses necessary to carry on its business as now being conducted, (c) has all material licenses and is duly authorized qualified and qualified to transact any and all business contemplated by this Agreement to be conducted by in good standing under the Servicer in any laws of each state in which where a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not to the extent required under applicable law Applicable Law to effect such qualification andqualification, in any event, and (d) is in compliance with the doing business laws of any each such state, state to the extent necessary to ensure its ability to enforce permit the enforcement of Owner’s rights (either directly or through a Subservicer) under each Mortgage Loan, Loan and to service permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (ii) The Servicer has the corporate full power and authority to hold each Mortgage Loan, to service each Mortgage Loan, to execute and to execute, deliver and performthis Agreement, and to enter into and consummate the all transactions contemplated by this Agreement and Agreement. The Servicer has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by Owner and the other parties heretoenforceability against Owner, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, receivership and reorganization or other similar laws relating to creditors' affecting the rights of creditors generally and (b) the remedy or by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is sought in a proceeding therefor may be broughtin equity or at law. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are Agreement is in the ordinary course of the Servicer’s business of the Servicer and will not (A) conflict with or result in a material breach of any term or provision of the charter terms, conditions or provisions of the Servicer’s certificate of incorporation or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation any legal restriction or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a now party or by which it may be is bound, or (C) constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementsubject. (iv) The Servicer is an approved seller/servicer of mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac in good standing and is an a mortgagee approved servicer by the Secretary of mortgage loans for Housing and Urban Development pursuant to Section 203 of the National Housing Act. No event has occurred that would render the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or that would require notification to either Xxxxxx Mae or Xxxxxxx Mac. (v) No litigation The Servicer has no reason or cause to believe that it cannot perform each covenant contained in this Agreement. (vi) There is no action, suit, proceeding or investigation pending or, to the best of the Servicer's ’s knowledge, threatened, against the Servicer that that, in the Servicer’s judgment, if determined adversely to the Servicer, would materially and adversely affect the execution, delivery validity or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body Governmental Authority is required for the execution, execution and delivery and of this Agreement by the Servicer or for the performance by the Servicer ofof its obligations hereunder, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if other than any such consent, approval, authorization or order as has been obtained prior to the Closing Date. The Servicer shall indemnify Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Servicer’s representations and warranties contained in this Section 3.01. It is required, understood and agreed that the obligations of the Servicer has obtained set forth in this Section 3.01 to indemnify Owner as provided above constitute the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on sole remedies of Owner respecting a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result breach of the Mortgagor's default in making the Mortgage Loan paymentsforegoing representations and warranties.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced services the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor and the Trustee as followsOwner, as of the date hereofof this Agreement and as of each Closing Date or as of such other date specified below, that: (i) The Servicer (a) is a corporation, duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, (b) has all licenses necessary to carry on its business as now being conducted, (c) has all material licenses and is duly authorized qualified and qualified to transact any and all business contemplated by this Agreement to be conducted by in good standing under the Servicer in any laws of each state in which where a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not to the extent required under applicable law to effect such qualification andqualification, in any event, and (d) is in compliance with the doing business laws of any each such state, state to the extent necessary to ensure its ability to enforce permit the enforcement of Owner’s rights (either directly or through a Subservicer) under each Mortgage Loan, Loan and to service permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (ii) The Servicer has the corporate full power and authority to hold each Mortgage Loan, to service each Mortgage Loan, to execute and to execute, deliver and performthis Agreement, and to enter into and consummate the all transactions contemplated by this Agreement and Agreement. The Servicer has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by Owner and the other parties heretoenforceability against Owner, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, receivership and reorganization or other similar laws relating to creditors' affecting the rights of creditors generally and (b) the remedy or by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is sought in a proceeding therefor may be broughtin equity or at law. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are Agreement is in the ordinary course of the Servicer’s business of the Servicer and will not (A) conflict with or result in a material breach of any term or provision of the charter terms, conditions or provisions of the Servicer’s certificate of incorporation or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation any legal restriction or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a now party or by which it may be is bound, or (C) constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementsubject. (iv) The Servicer is an approved seller/servicer of mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Fxxxxxx Mac in good standing and is an a mortgagee approved servicer by the Secretary of mortgage loans for Xxxxxxx Housing and Urban Development pursuant to Section 203 of the National Housing Act. No event has occurred that would render the Servicer unable to comply with Fxxxxx Mae or Fxxxxxx Mac eligibility requirements or that would require notification to either Fxxxxx Mae or Fxxxxxx Mac. (v) No litigation The Servicer has no reason or cause to believe that it cannot perform each covenant contained in this Agreement. (vi) There is no action suit, proceeding or investigation pending or, to the best of the Servicer's ’s knowledge, threatened, against the Servicer that that, in the Servicer’s judgment, if determined adversely to the Servicer, would materially and adversely affect the execution, delivery validity or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body authority is required for the execution, execution and delivery and of this Agreement by the Servicer or for the performance by the Servicer ofof its obligations hereunder, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if other than any such consent, approval, authorization or order as has been obtained prior to the Closing Date. The Servicer shall indemnify Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Servicer’s representations and warranties contained in this Section 3.01. It is required, understood and agreed that the obligations of the Servicer has obtained set forth in this Section 3.01 to indemnify Owner as provided above constitute the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on sole remedies of Owner respecting a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result breach of the Mortgagor's default in making the Mortgage Loan paymentsforegoing representations and warranties.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a corporation duly organized and is validly existing as a limited partnership in good standing existence under the laws of the State of Delaware Indiana, and is duly authorized and qualified to transact any do business, and all is in good standing, as a foreign corporation in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in of the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and the other Transaction Documents to perform any of its other obligations under this Agreement in accordance with which it is a party, (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer's charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any contractual restriction binding on or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties, where, in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Servicer of the Agreement or any other parties hereto, Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the as enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and reorganization or other similar laws relating to affecting the enforcement of creditors' rights generally and (b) the remedy by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law. (iiie) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The execution Servicer has complied in all material respects with the Credit and delivery Collection Policy with regard to each Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of this Agreement or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the ServicerSeller to the Agent, the servicing Insurer or any Purchaser Agent in connection with the EX-III-4 Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Insurer and any such Purchaser Agent at such time) as of the Mortgage Loans under this Agreementdate so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the consummation of any other statements contained therein, in the light of the transactions contemplated by this Agreementcircumstances under which they were made, not misleading. (i) The principal place of business and the fulfillment of or compliance with the chief executive office (as such terms hereof are used in the ordinary course of business UCC) of the Servicer and will not (Athe office(s) result in a material breach of any term or provision of the charter or by-laws of where the Servicer keeps its records concerning the Receivables are located at the address set forth under its signature to this Agreement or the Backup Servicing Agreement, as applicable. (Bj) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the The Servicer is a party or by which it may be bound, or (C) constitute a material not in violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency arbitrator or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this AgreementGovernmental Authority. (ivk) Neither the Servicer nor any Affiliate of the Servicer has any direct or indirect ownership or other financial interest in any Purchaser, the Insurer, the Agent or any Purchaser Agent. (l) The Servicer is not an approved servicer "investment company" within the meaning of mortgage loans for Xxxxxx Xxx and is an approved servicer the Investment Company Act of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or1940, as amended. EXHIBIT IV COVENANTS COVENANTS OF THE SELLER AND THE SERVICER. Until the latest of the Termination Date, the date on which no Investment of or Discount in respect of any Participation shall be outstanding or the date all other amounts owed by the Seller under the Agreement to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is requiredPurchasers, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contraryInsurer, the Servicer Purchaser Agents, the Agent and any other Indemnified Party or Affected Person shall not impose or collect a Prepayment Charge be paid in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.full:

Representations and Warranties of the Servicer. (ai) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (iii) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iiiii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiiiv) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (vvi) No Except as previously disclosed to the Depositor in the Prospectus Supplement, no litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viiviii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly incorporated, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware Massachusetts and is duly authorized and qualified to transact any do business, and all business contemplated by this Agreement is in good standing, in every other jurisdiction in which the failure to be conducted so qualified could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and all other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder are within the terms hereof. (ii) The Servicer has the Servicer's corporate power and authority to service each Mortgage Loanpowers, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, do not contravene (i) the Servicer's charter or by-laws, (ii) any law, rule or regulation applicable to the Servicer, (iii) any contractual restriction binding on the part of or affecting the Servicer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. The Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; Agreement or any other document or instrument to be delivered hereunder. (d) This Agreement and this Agreement, assuming each other document or instrument delivered by it hereunder constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiie) The execution and delivery of this Agreement No Investor Report (if prepared by the Servicer, or to the servicing extent that information contained therein is supplied by the Servicer), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by the Servicer to the Agent or any Owner in connection with this Agreement is or will be inaccurate in any material respect as of the Mortgage Loans date it is or shall be dated or (except as otherwise disclosed to the Agent or such Owner, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (f) All Obligors (other than Obligors in respect of Unbilled Receivables) are listed on the General Trial Balance. The methodology for determining the Outstanding Balance of Unbilled Receivables is accurately described in Exhibit B, and such description does not omit any fact necessary to make the statements contained therein not misleading. The Outstanding Balance of Unbilled Receivables shall be calculated in accordance with the methodology described in Exhibit B. (g) The terms of the Receivables have not been extended or modified, except as permitted under the Credit and Collection Policy. (h) The Credit and Collection Policy has not been materially changed in any way which might reasonably lead to a Material Adverse Effect. (i) The Servicer has management information systems that are adequate to generate reliable statistical information with respect to the Receivables, including such information as is required to be delivered pursuant to the terms of this Agreement. (j) Each Receivable, together with any contract related thereto, and the consummation Collateral shall, at all times, be owned by the Seller free and clear of any other of the transactions contemplated Adverse Claim except as created by this Agreement, and upon each purchase and reinvestment, the fulfillment Owner making such purchase or reinvestment, as the case may be, shall acquire a valid and perfected first priority undivided percentage interest to the extent of the pertinent Percentage Interest in each Receivable then existing or compliance with the terms hereof are thereafter arising and in the ordinary course Related Security (other than Security Deposits) and Collections with respect thereto, free and clear of business any Adverse Claim except as provided hereunder. No effective financing statement or other instrument similar in effect covering any Receivable, the Related Security, the Collections or the Collateral with respect thereto shall at any time be on file in any recording office except such as may be filed in favor of the Servicer and will not (A) result in a material breach of any term Seller or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument Purchaser relating to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofPurchase and Sale Agreement. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as Each of the date hereof: (i) The Servicer and its Subsidiaries is duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of Delaware its organization, has the requisite power and authority under its Constituent Documents and applicable law to own its property and assets and to carry on its business as now conducted and is duly qualified and is in good standing and is authorized and qualified to transact any and all do business contemplated by this Agreement in every jurisdiction where such qualification or authorization is required, except where the failure so to be conducted by the Servicer in any state in which a Mortgaged Property (qualify, individually or Underlying Mortgaged Property, in the case of aggregate, could not reasonably be expected to result in a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofMaterial Adverse Effect. (iib) The Servicer has the corporate power and authority to service each Mortgage Loan, under its Constituent Documents and applicable law to execute, deliver and performcarry out the provisions of the Transaction Documents to which it is a party, and to enter into all such actions have been duly and consummate the transactions contemplated by this Agreement and has duly validly authorized by all necessary corporate action proceedings on the its part of the Servicer the under its Constituent Documents and applicable law. (c) The execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Servicer of the Transaction Documents to which it is a party, and the other parties heretotransactions contemplated hereby and thereby, constitutes do not (i) violate (x) any provision of the Limited Partnership Agreement or any other agreement governing its organization and/or scope of power and authority or any applicable law, rule, regulation (including Regulation U or X) or order, writ, judgment, injunction, decree, determination or award of any Governmental Authority binding upon it, (ii) result in a breach of or constitute (alone or with notice or lapse of time or both) a material default under any indenture or any material agreement or other instrument to which it or any Material Subsidiary is a party, or by which it or any Material Subsidiary or any of its or its Material Subsidiary’s properties or assets are bound, or (iii) except for the Liens created by the Transaction Documents, result in or require the creation or imposition of any Lien upon any of its or its Material Subsidiary’s property or assets. (d) This Agreement is, and the other Transaction Documents to which the Servicer is or will be a party when delivered will be, the legal, valid and binding obligation obligations of the Servicer, such Person enforceable against the Servicer such Person in accordance with its terms, their respective terms except that (a) the as such enforceability hereof may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and other moratorium or similar laws relating of general application from time to creditors' time affecting the rights of creditors generally and (b) the remedy by general principles of specific performance equity, including implied obligations of good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing. (iiie) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is or will be required in connection with the due execution, delivery and performance by the Servicer of any Transaction Document to which it is a party or any other transaction contemplated hereby or thereby, except for the filings of the financing statements referred to in Article III and except for any that have been made or any the failure to obtain, give, file or take could not reasonably be expected to result in a Material Adverse Effect. (f) Since June 30, 2003, there has not occurred any development or event affecting, or any change in the business, assets, results of operations, financial condition or prospects of, Equistar and its Subsidiaries, taken as a whole, which has resulted or could reasonably be expected to result in a Material Adverse Effect. (g) There is no action, suit, investigation, litigation or proceeding at law or in equity or by or before any Governmental Authority now pending or, to its knowledge, threatened against or affecting the Servicer or any of its Subsidiaries or the businesses, assets or rights of Servicer or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (ii) that in any manner draws into question the validity or enforceability of any Transaction Document. (h) No report or document or other information furnished or to be furnished at any time by or on behalf of the Servicer to the Agent or any Purchaser in connection with any Transaction Document, when taken together with all other reports, documents and information then or theretofore so furnished by or on behalf of the Servicer, including Equistar’s periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, contained, or will contain as of the date so furnished, any untrue statement of a material fact or omitted to state, or will omitted to state, as the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty with respect to (x) the financial projections described in Section 3.1(d)(iii), (y) any information, including financial projections, delivered pursuant to Section 3.04(b) of the Equistar Undertaking or (z) any financial statements delivered pursuant to Section 5.5(a) shall be made pursuant to this Section 4.1(h). (i) The execution offices where the Servicer keeps its Records concerning the Receivable Assets are as set forth in Schedule III hereto (or, by notice to the Agent in accordance with Section 5.1(e), at such other locations in jurisdictions, within the United States, where all requested actions under Section 6.5(a) have been taken and delivery completed). (j) The names and addresses of all the Lock-Box Banks, together with the lock-box numbers related to, and the account numbers and owners of, the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule I hereto (or such other Lock-Box Banks and/or such other Lock-Box Accounts as have been notified to the Agent in accordance with Section 5.3(m)). Except under the Lock-Box Agreements, the Servicer has not granted any Person dominion or control of any Lock-Box Account, or the right to take dominion or control over any Lock-Box Account at a future time or upon the occurrence of a future event. (i) The Servicer and its ERISA Affiliates are in compliance in all material respects with those provisions of ERISA and the regulations and published interpretations thereunder which are applicable to it, except where noncompliance could not reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect, and no unfunded liabilities exist under all of the Plans in the aggregate that could reasonably be expected to result in a Material Adverse Effect. (ii) Neither the Servicer nor any ERISA Affiliate has incurred any Withdrawal Liability that materially and adversely affects the financial condition of it and its Subsidiaries taken as a whole or that materially and adversely impairs its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party. Neither the Servicer nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has resulted or is likely to result in an increase in the contributions required to be made to such Multiemployer Plan in an amount that could reasonably be expected to result in a Material Adverse Effect. (l) The Servicer has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement by there has been no change in the ServicerCredit and Collection Policy except as permitted hereunder. The Servicer has not extended or modified the terms of any Pool Receivable or the Contract under which any such Pool Receivable arose, except in accordance with the servicing Credit and Collection Policy and in accordance with Section 6.2(b). (m) No effective financing statement or other instrument similarly in effect covering any Contract or any Pool Receivable or Related Security or Collections with respect thereto is on file in any recording office, except those set forth on Schedule IV hereto and those filed in favor of the Mortgage Loans under Agent relating to this Agreement, the consummation of any other Agreement or in favor of the transactions contemplated by this Agreement, Seller and the fulfillment of or compliance with Agent relating to the terms hereof are in the ordinary course of business Receivables Sale Agreement. (n) Each of the Servicer and will its Subsidiaries has filed, or caused to be filed or be included in, all tax reports and returns (federal, state, local and foreign), if any, required to be filed by it and paid, or caused to be paid, all material amounts of taxes, including interest and penalties, required to be paid by it, except for such taxes (i) as are being contested in good faith by proper proceedings and (ii) against which adequate reserves shall have been established in accordance with and to the extent required by GAAP, but only so long as the proceedings referred to in clause (i) above would not subject the Agent or any other Indemnified Party to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests included in the Pool Receivables, Related Security, Collections, Restricted Accounts or proceeds thereof. (Ao) Neither the Servicer nor any of its Subsidiaries is an “investment company” as defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940. Neither the Servicer nor any of its Subsidiaries is subject to regulation as a “holding company” under the Public Utility Holding Company Act of 1935. (i) Neither the Servicer nor any of its Subsidiaries is in violation of any law, or in default with respect to any judgment, writ, injunction, decree, rule or regulation of any Governmental Authority, where such violation or default could reasonably be expected to result in a material breach Material Adverse Effect. (ii) Neither the Servicer nor any of its Subsidiaries is in default under any provision of any term indenture or provision of the charter other agreement or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration ofinstrument evidencing Indebtedness, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer it is a party or by which it or any of its properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect. (iii) No Potential Event of Termination or Event of Termination has occurred and is continuing. (Ci) constitute The audited consolidated balance sheet of Equistar and its Consolidated Subsidiaries as of December 31, 2002 and the related consolidated statements of income, of partners’ capital and of cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, and set forth in the Servicer’s 2002 annual report on Form 10-K filed with the SEC, a material violation copy of any statute, order or regulation applicable which has been furnished to the Agent for distribution to the Purchasers, fairly present, in all material respects and in conformity with GAAP, the consolidated financial position of Equistar and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (ii) The unaudited consolidated balance sheet of Equistar and its Consolidated Subsidiaries as of June 30, 2003 and the related unaudited consolidated statements of income and of cash flows for the six months then ended, set forth in Equistar’s quarterly report for the fiscal quarter ended June 30, 2003 on Form 10-Q filed with the SEC, a copy of which has been furnished to the Agent for distribution to the Purchasers, fairly present, in all material respects and in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (i) of this Section 4.2(q), the consolidated financial position of Equistar and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period (subject to normal year-end adjustments). (iii) The financial projections provided to the Agent pursuant to Section 3.1(d)(iii) and in the Confidential Information Memorandum were prepared in good faith on the basis of the assumptions described in the Confidential Information Memorandum, which assumptions were believed by the Servicer in good faith to be reasonable in light of any courtthe then current and reasonable foreseeable business conditions of Equistar and its Consolidated Subsidiaries existing at the time of preparation thereof, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation has no knowledge of any event or circumstance that would cause it to change any such assumptions in any material indenture or other material agreement or instrumentrespect as of the date hereof, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair being understood by the Servicer's ability to perform or meet any of its obligations under this AgreementAgent and the Purchasers that actual results will likely vary from the projected results set forth therein. (iv) The Servicer Each financial statement delivered pursuant to Section 5.5(b) or 5.5(c) will, at the time it is an approved servicer delivered, present fairly, in all material respects, the financial position, results of mortgage loans for Xxxxxx Xxx operations or cash flows, as the case may be, of Equistar and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best its Consolidated Subsidiaries as of the Servicer's knowledge, threatened, against date or for the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer period to service the Mortgage Loans or to perform any of its other obligations under this Agreement which it relates in accordance with GAAP, subject in the terms hereofcase of quarterly statements to year-end audit adjustments. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (ai) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (iii) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iiiii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiiiv) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx fxx Xxxdxxx Mac. (vvi) No litigation is pending or, to the xx xxe best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viiviii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing -55- regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants to and covenants with the Owner that as of the date hereof and as of each Effective Date or as of such other date specifically provided herein: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a bank, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware Indiana and is duly authorized and qualified (including through its subsidiaries, if applicable, subject to Section 4.01) to transact any business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business contemplated by this Agreement to be conducted by the Servicer in any in, each state in which a any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt or not required under applicable law to effect such qualification andor license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event, event the Servicer is in compliance with the doing business laws of any each such state, State to the extent necessary to ensure its ability to enforce the enforceability of each Mortgage Loan, to service Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (iib) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted (including through its subsidiaries, if applicable, subject to Section 4.01), has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership terms subject to bankruptcy laws and other similar laws relating of general application affecting rights of creditors and subject to creditors' rights generally and (b) the remedy application of the rules of equity, including those respecting the availability of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtperformance. (iiic) The None of the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementthereby and hereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer’s articles of incorporation or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementsubject. (ivd) The Servicer There is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No no litigation is pending or, to the best of the Servicer's ’s knowledge, threatened, against threatened with respect to the Servicer that would materially and adversely affect which has a material adverse effect on the execution, delivery or enforceability of this Agreement Agreement, or which has a material adverse effect on the ability financial condition of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofServicer. (vie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, with this Agreement or the consummation of the transactions contemplated herebyby this Agreement except for consents, or if any such consentapprovals, approval, authorization or order is required, the Servicer has obtained the sameauthorizations and orders which have been obtained. (viif) The No written statement, report or other document furnished by or to be furnished by Servicer has fully furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisstatements therein not misleading. (viiig) Notwithstanding any state or federal law to The Seller is in good standing with MERS, and will comply in all material respects with the contrary, rules and procedures of MERS in connection with the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result servicing of the Mortgagor's default in making the MERS Loans for as long as such Mortgage Loan paymentsLoans are registered with MERS.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFredxxx Xxc. (v) No litigation is pending or, to the best of the Servicerox xxx Xervicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Texas and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents, warrants and covenants to the Owner that as of each Transfer Date or as of such date specifically provided herein: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a national banking association duly organized, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State United States of Delaware America and has all licenses necessary to carry out its business as now being conducted, and is duly authorized licensed and qualified to transact any business in and all business contemplated by this Agreement to be conducted by is in good standing under the Servicer in any laws of each state in which a any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification andand no demand for such licensing or qualification has been made upon such Servicer by any such state, and in any event, event such Servicer is in compliance with the doing business laws of any such state, state to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Agreement; (iib) The Servicer has the corporate full power and authority and legal right to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, assuming the due authorizationand any agreements contemplated hereby, execution and delivery hereof by the other parties heretothis Agreement and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby valid and binding upon the Servicer in accordance with their terms; (ac) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion None of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer's charter or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach subject or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or impair the value of the Mortgage Loans; (d) There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, with respect to perform any the Servicer which, either in one instance or in the aggregate, is reasonably likely to have a material adverse effect on the servicing of its other obligations under the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement in accordance with Agreement, or which is reasonably likely to have a material adverse effect on the terms hereoffinancial condition of the Servicer. (vie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer withwith this Agreement, this Agreement or the consummation of the transactions contemplated by this Agreement, except for consents, approvals, authorizations and orders which have been obtained; (f) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (g) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations, and in all material respects proper and prudent in the mortgage servicing business. With respect to escrow deposits and payments that the Servicer is entitled to collect, all such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; (h) Servicer is an approved servicer of residential mortgage loans for Xxxxxx Mae/FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to service mortgage loans for Xxxxxx Xxx/FHLMC and no event has occurred which would make Servicer unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC; (i) The Servicer does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement; (j) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, contains or if will contain any statement that is or will be inaccurate or misleading in any material respect; (k) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such consentservices and that the entire Servicing Fee shall be treated by the Servicer, approvalfor accounting and tax purposes, authorization as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (l) The Servicer has not dealt with any broker, investment banker, agent or order is requiredother person that may be entitled to any commission or compensation in connection with this transaction other than the Owner; and (m) If requested by the Owner, the Servicer has obtained delivered to the same.Owner financial statements as to its last two complete fiscal years. All such financial statements fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Servicer and its subsidiaries and have been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or assets of the Servicer since the date of the Servicer’s financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement; (viin) The Servicer has fully furnished is a member of MERS in good standing, and will fully furnish (for the period it serviced the Mortgage Loans), comply in accordance all material respects with the Fair Credit Reporting Act rules and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to procedures of MERS in connection with the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result servicing of the Mortgagor's default in making the MERS Mortgage Loan paymentsLoans for as long as such Mortgage Loans are registered with MERS.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Mae and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx MacXxx. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced services the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No Except as previously disclosed to the Depositor in the Prospectus Supplement, no litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer (i) is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware and (ii) subject to the entry by the Bankruptcy Court of (x) the US Interim Order at any time prior to the entry of the US Final Order and (y) the US Final Order thereafter, and in each case subject to the terms thereof, is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, unless the failure to so qualify would not have a Material Adverse Effect. (b) Subject to the entry by the Bankruptcy Court of (x) the US Interim Order at any time prior to the entry of the US Final Order and (y) the US Final Order thereafter, and in each case subject to the terms thereof, the execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement Agreement, the other Transaction Documents to which it is a party and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder or thereunder (i) are within the terms hereof. Servicer’s corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer’s charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any material contractual restriction binding on or affecting the part Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any lien, security interest or other Adverse Claim, charge or encumbrance upon or with respect to any of its properties. Subject to the entry by the Bankruptcy Court of (x) the US Interim Order at any time prior to the entry of the Servicer US Final Order and (y) the US Final Order thereafter, and in each case subject to the terms thereof, this Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (except as required under the Bankruptcy Code) is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (d) Subject to the due authorization, execution and delivery hereof entry by the other parties heretoBankruptcy Court of (x) the US Interim Order at any time prior to the entry of the US Final Order and (y) the US Final Order thereafter, and in each case subject to the terms thereof, this Agreement constitutes a the legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to applicable bankruptcy, insolvency, moratorium, receivership and moratorium or other similar laws relating to creditors' affecting the rights of creditors generally and general equitable principles (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtat law or in equity). (iiii) The consolidated balance sheet of ACI as at December 31, 2008, and the related consolidated statements of income and cash flow of ACI for the fiscal quarter then ended, copies of which have been furnished to the Agent, fairly present the financial condition of ACI as at such date and the results of the operations of ACI for the period ended on such date, all in accordance with Canadian generally accepted accounting principles consistently applied, and (ii) since December 31, 2008, there has been no event or circumstance that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (except as publicly disclosed by the Parent, ACI or any of their Affiliates prior to the date of execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are as disclosed in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term Schedule 3.07 or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable Schedule 3.11 to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Guaranty Agreement). (ivf) The Servicer is an approved servicer Except for the Bankruptcy Case and the Canadian Case and matters directly related thereto and any proceedings that have been stayed as a result of mortgage loans for Xxxxxx Xxx the Bankruptcy Case and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is the Canadian Case or as otherwise disclosed in Schedule 3.07 or Schedule 3.11 to the Guaranty Agreement, there are no pending or, to the best Servicer’s knowledge, threatened actions, investigations or proceedings affecting the Servicer or any of its Affiliates before any court, governmental agency or arbitrator which may have a Material Adverse Effect. (g) Each Receivable characterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the Servicer's knowledgedate of such Seller Report, threatened, against an Eligible Receivable or properly included in the Net Receivables Pool Balance. (h) Each Seller Report (if prepared by the Servicer or one of its Affiliates, or to the extent that would materially information contained therein is supplied by the Servicer or an Affiliate), including the calculations therein, and adversely affect the executionall information, delivery exhibits, financial statements, documents, books, records or enforceability of this Agreement reports furnished or the ability of to be furnished at any time by the Servicer to service the Mortgage Loans Agent or to perform any the Banks in connection with this Agreement is or will be accurate in all material respects as of its other obligations date or (except as otherwise disclosed to the Agent or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under this Agreement in accordance with the terms hereofwhich they were made, not misleading. (vii) No consent, approval, authorization or order of any court or governmental agency or body Except to the extent failure to do so is required for the execution, delivery and performance permitted by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation Chapter 11 of the transactions contemplated hereby, or if any such consent, approval, authorization or order is requiredBankruptcy Code, the Servicer has obtained (i) timely filed all federal tax returns required to be filed, (ii) timely filed all material state and local tax returns and (iii) paid or made adequate provision for the samepayment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with Canadian generally accepted accounting principles). (viij) For purposes of Section 9-307 of the UCC as in effect in the State of New York, the U.S. Originator is located in the jurisdiction of organization set forth in Schedule IV hereto, and the Canadian Originator is located in the jurisdiction of its chief executive and registered office set forth in Schedule IV hereto (in each case as such Schedule IV is modified in accordance herewith). The office in the jurisdiction of organization (or other applicable jurisdictions, in the case of the Canadian Originator) of each Originator in which a financing statement or other applicable registrations under the PPSA are required to be filed in order to perfect the security or ownership interest granted by such Originator under the Originator Purchase Agreement is set forth in Schedule IV hereto (as modified in accordance herewith). The principal place of business and chief executive office of the U.S. Originator, the principal place of business and chief executive and registered office of the Canadian Originator and the office where each Originator keeps its records concerning the Originator Receivables are located (and have been located for the five years prior to the date of this Agreement) at the address or addresses set forth in Schedule IV hereto (as modified in accordance herewith). Neither Originator has changed its name during the five years prior to the date of this Agreement, except as set forth in Schedule IV hereto, as modified in accordance herewith. (k) The Insurance Policy has been validly issued by the Insurer to ACI and is, on the Closing Date, in full force and effect. The copy of the Insurance Policy attached hereto as Annex H is true, correct and complete as of the date hereof. All statements made by ACI in the application for the Insurance Policy were true, correct and complete in all material respects when made. As of the Closing Date, all the premiums due prior to the Closing Date under the Insurance Policy have been paid. ACI has performed all of its duties under the Insurance Policy and has timely filed all claims payable thereunder in such form as is required by the Insurer. The Insurance Policy has not been amended, supplemented or otherwise modified except as permitted by Section 6.02(a), and ACI has not waived any of its rights thereunder. The Insurer has been directed to pay all Insurance Proceeds directly into a Deposit Account that is subject to a Deposit Account Agreement. (l) The Servicer has fully furnished and will fully furnish (for marked the period it serviced Seller’s master data processing records evidencing the Mortgage Loans)Pool Receivables, in accordance including master data processing records evidencing Pool Receivables arising out of the sale of lumber, with the Fair Credit Reporting Act and its implementing regulationsa legend, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law acceptable to the contraryAgent, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan paymentsevidencing that Receivable Interests therein have been sold.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer (i) is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of Delaware, (ii) has all corporate power and, unless the State failure to do so would not have a Material Adverse Effect, has all licenses, authorizations, consents and approvals of Delaware all Official Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted, and (iii) is duly qualified to do business, and is duly authorized and qualified to transact any and all in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified unless the failure to so qualify would not have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder (i) are within the terms hereof. Servicer’s corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer’s charter or by-laws, (2) any Law applicable to the Servicer, (3) any contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to applicable bankruptcy, insolvency, moratorium, receivership and moratorium or other similar laws relating to creditors' Laws affecting the rights of creditors generally and general equitable principles (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result whether considered in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, proceeding at law or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementequity). (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsTrustee, as of the date hereofClosing Date, or if so specified herein, as of the Cut-off Date: (ia) The Servicer is duly organized as a limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (iib) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiic) The execution and delivery of this Agreement by the Servicer, and the servicing of the Mortgage Loans by the Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws limited partnership agreement of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivd) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is an a mortgagee approved servicer by the Secretary of mortgage loans for Xxxxxxx MacHousing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. (ve) No litigation is pending or, to the best of the Servicer's knowledge, threatened, or threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated herebythereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor Issuer, the Depositor, and the Trustee as followsIndenture Trustee, as of the date hereofClosing Date, that: (i) The Servicer is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware and has all licenses necessary to carry out its business as now being conducted, and is duly authorized licensed and qualified to transact any business in and all business contemplated by this Agreement to be conducted by is in good standing under the Servicer in any laws of each state in which a Mortgaged any Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification andand no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event, event the Servicer is in compliance with the doing business laws of any such state, state to the extent necessary to ensure its ability to enforce the enforceability of each Mortgage Loan, to service Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (ii) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and legal right to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and any agreements contemplated hereby, and, assuming the due authorization, execution and delivery hereof of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) and all requisite corporate action has been taken by the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership Servicer to make this Agreement and other similar laws relating to creditors' rights generally all agreements contemplated hereby valid and (b) binding upon the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtServicer in accordance with their terms. (iii) The None of the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer's charter or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach subject or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability of the Issuer or the Indenture Trustee, as the case may be, to perform realize on the Mortgage Loans or meet any impair the value of its obligations under this Agreementthe Mortgage Loans. (iv) The There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, with respect to the Servicer that is an approved servicer reasonably likely to have a material adverse effect on the sale or servicing of mortgage loans for Xxxxxx Xxx and the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement, or which is an approved servicer reasonably likely to have a material adverse effect on the financial condition of mortgage loans for Xxxxxxx Macthe Servicer. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer withwith this Agreement, this Agreement or except for consents, approvals, authorizations and orders that have been obtained. (vi) The Servicer is an approved servicer of residential mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac, with such facilities, procedures and personnel necessary for the consummation sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the Office of the transactions contemplated herebyComptroller of the Currency, and is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or if any such consent, approval, authorization Xxxxxxx Mac and no event has occurred that would make Servicer unable to comply with eligibility requirements or order is required, the Servicer has obtained the samethat would require notification to either Xxxxxx Mae or Xxxxxxx Mac. (vii) The Servicer has fully furnished does not believe, nor does it have any cause or reason to believe, that it cannot perform each and will fully furnish (for the period it serviced the Mortgage Loans), every covenant contained in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisthis Agreement. (viii) Notwithstanding any state or federal law The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services as are required of it as master servicer and that the Subservicing Fee represents reasonable compensation to a Subservicer for performing the servicing of the Mortgage Loans under this Agreement and that the entire Servicing Fee (and, to the contraryextent received by the Servicer, the Subservicing Fee) shall be treated by the Servicer, for accounting and tax purposes, as compensation for the master servicing and administration of the Mortgage Loans pursuant to this Agreement (or the servicing and administration of the Mortgage Loans, as the case may be). (b) It is understood and agreed that the representations and warranties set forth in this Section 3.2 shall survive the Closing Date. Upon discovery by any of the Issuer, the Servicer, the Depositor, the Note Insurer or the Indenture Trustee of a breach of any of the representations and warranties set forth in this Section 3.2 which materially and adversely affects the interest of the Owners or of the Note Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its discovery or its receipt of notice of breach, the Servicer shall not impose or collect a Prepayment Charge cure such breach in any instance when all material respects and, upon the mortgage debt is accelerated as Servicer's continued failure to cure such breach, the result Servicer may thereafter be removed by the Indenture Trustee pursuant to Section 7.1 hereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Mortgagor's default in making Note Insurer that it is diligently pursuing remedial action, then the Mortgage Loan paymentscure period shall be extended for up to an additional 30 days.

Representations and Warranties of the Servicer. The Servicer hereby represents, warrants and covenants to the Depositor, the Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly organized, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement and the other Operative Documents to which it is a party to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such stateState, to the extent necessary to ensure its ability to enforce each Mortgage Loan, Home Equity Loan and to service the Mortgage Home Equity Loans in accordance with the terms of this Agreement and the other Operative Documents to perform any of its other obligations under this Agreement in accordance with the terms hereofwhich it is a party. (iib) The Servicer has the full corporate power and authority to service each Mortgage Home Equity Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and the other Operative Documents to which it is a party and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this AgreementAgreement and the other Operative Documents to which it is a party; and this AgreementAgreement and the other Operative Documents to which it is a party, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except to the extent that (a) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiic) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Servicer, the servicing of the Mortgage Home Equity Loans under this Agreementby the Servicer, the consummation of any other of the transactions contemplated by this Agreementherein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any material indenture or other material agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it it, which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending adversely affects or, to the best of the Servicer's knowledge, threatened, against would in the Servicer that would future materially and adversely affect the executionaffect, delivery or enforceability of this Agreement or (x) the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with and the terms hereofother Operative Documents to which it is a party or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole. (vid) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement and the other Operative Documents to which it is a party or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same, provided that the Servicer makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates. (viie) The Servicer has fully furnished is an approved seller/servicer for FNMA in good standing and will fully furnish is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. (for f) No litigation is pending or, to the period best of the Server's knowledge, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the other Operative Documents to which it serviced is a party or the Mortgage Loans), ability of the Servicer to service the Home Equity Loans or to perform any of its other obligations hereunder in accordance with the Fair Credit Reporting Act terms hereof or would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisproperties. (viiig) Notwithstanding any state or federal law The collection practices used by the Servicer with respect to the contraryHome Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business. (h) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (i) The Servicer is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the financial condition or operations of the Servicer or legal documents associated with the transaction contemplated by this Agreement. (j) There are no Sub-Servicers as of the Startup Day. (k) The Servicer covenants that it will terminate any Sub-Servicer within ninety (90) days after being directed by the Certificate Insurer to do so. (l) The Servicer represents and warrants that its computer and other systems used in servicing the Home Equity Loans currently are, or will be no later than October 31, 1999, capable of operating in a manner so that on and after January 1, 2000 (i) the Servicer can service the Home Equity Loans in accordance with the terms of this Agreement and (ii) the Servicer can operate its business in the same manner as it is operating on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Servicer, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties. As promptly as practicable, but in any event, within 45 days of its discovery or its receipt of notice of breach, the Servicer shall not impose cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be removed by the Certificate Insurer or collect a Prepayment Charge in any instance when by the mortgage debt is accelerated as Trustee with the result written consent of the Mortgagor's default in making Certificate Insurer pursuant to Section 8.20 hereof; PROVIDED, HOWEVER, that if the Mortgage Loan paymentsServicer can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer (i) is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of Delaware, (ii) has all corporate power and, unless the State failure to do so would not have a Material Adverse Effect, has all licenses, authorizations, consents and approvals of Delaware all Official Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted, and (iii) is duly qualified to do business, and is duly authorized and qualified to transact any and all in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified unless the failure to so qualify would not have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer's charter or by-laws, (2) any Law applicable to the Servicer, (3) any contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to applicable bankruptcy, insolvency, moratorium, receivership and moratorium or other similar laws relating to creditors' Laws affecting the rights of creditors generally and general equitable principles (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtat law or in equity). (iiie) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course principal place of business and chief executive office of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of office where the Servicer keeps its records concerning the Receivables are located at the address or addresses referred to in Schedule III. (Bf) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the The Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation order of any statuteOfficial Body. There is no pending or threatened action, order investigation or regulation of any court, regulatory body, administrative agency proceeding affecting the Servicer or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this AgreementSubsidiaries before any Official Body which could reasonably be expected to result in a Material Adverse Effect. (ivg) Each Receivable characterized in any Servicer Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the last day of the reporting period covered by such Servicer Report, an Eligible Receivable or properly included in the Net Receivables Pool Balance. (h) Each Servicer Report (if prepared by the Servicer or one of its Affiliates, or to the extent that information contained therein is supplied by the Servicer or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Servicer to the Agent, the Investors or the Banks in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, Investors or the Banks, as the case may be, at such time) as of the date so furnished, or, as applicable, as of a date certain specified in such report, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (i) The Servicer has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with GAAP). (j) No event has occurred and is continuing and no condition exists, or would result from an incremental purchase in respect of the Receivable Interest, or from the application of the proceeds therefrom, which constitutes a Servicer Default. (k) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx not, and is not controlled by, an approved servicer "investment company" within the meaning of mortgage loans for Xxxxxxx Macthe Investment Company Act of 1940, or is exempt from all provisions of such act. (vl) No litigation is pending orThe Servicer will promptly notify the Agent of any amendment, modification or supplement to the best of Credit Agreement and, following the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer execution thereof any similar agreements with respect to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofApproved Replacement Financing. (vim) No consent, approval, authorization or order Each of any court or governmental agency or body is required for the execution, delivery representations and performance warranties made by the Servicer contained in the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is requiredAgent, the Servicer has obtained Investors and the sameBanks as if the same were set forth in full herein. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction indicated at the beginning of Delaware this Agreement, (ii) is duly qualified to do business, and is duly authorized and qualified to transact any and all in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Propertyso qualified, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, except to the extent necessary that any failure to ensure its ability be so qualified or in good standing as a foreign entity could not reasonably be expected to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes have a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not material adverse effect upon (A) result in a material breach of any term the financial condition or provision of the charter or by-laws operations of the Servicer or (B) materially conflict with, result in a material breach, violation the ability of the Servicer to perform its obligations under this Agreement or acceleration of, or result in a material default under, the terms of any other material agreement or instrument Transaction Document to which the Servicer is a party party; (iii) has the requisite corporate power and authority and the legal right to own, sell, assign, transfer or by which encumber and operate its properties, to lease the property it may operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicerconducted; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer subject to specific representations set forth herein regarding ERISA, tax laws and other laws, is an approved servicer in compliance with all applicable provisions of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. law except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a material adverse effect upon (vA) No litigation is pending or, to the best financial condition or operations of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or (B) the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with or any other Transaction Document to which the terms hereofServicer is a party. The Servicer is entitled to the benefits of the Treaty. (vib) No consent, approval, authorization or order of any court or governmental agency or body is required for the The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party and the other documents to be delivered by it hereunder, and the transactions contemplated hereby and thereby, are within the Servicer’s corporate powers, have been duly authorized by all necessary corporate action, do not (i) contravene the Servicer’s charter or by-laws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Servicer under, or result in or require the creation of any Lien upon or security interest in any property of the Servicer pursuant to the terms of, any Contract or compliance any other agreement or instrument (other than any Transaction Document) binding on or affecting the Servicer or any of its properties. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery and performance by the Servicer withof any Transaction Document to which it is a party. (d) This Agreement has been, and each other Transaction Document to which the Servicer is a party when delivered will have been, duly executed and delivered by the Servicer. This Agreement is, and the other Transaction Documents to which the Servicer is party when delivered hereunder will be, the legal, valid and binding obligations of the Servicer enforceable against the Servicer in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles. (e) There is no pending or, to the knowledge of the Servicer, threatened action or proceeding affecting the Servicer or any of its properties or assets before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect (i) the financial condition or operations of the Servicer or (ii) the ability of the Servicer to perform its obligations under this Agreement or any other Transaction Document to which the consummation Servicer is a party, or which purports to affect the legality, validity or enforceability of any Transaction Document or the transactions contemplated herebyhereby or thereby. (f) Each Seller Report, Weekly Report and Daily Report (if prepared by the Servicer or one of its Affiliates, or if to the extent that information contained therein is supplied by the Servicer or any Affiliate thereof), information, exhibit, financial statement, or other report or document furnished or to be furnished at any time by or on behalf of the Servicer to the Agent, any Facility Agent or any Owner in connection with this Agreement is and will be accurate in all material respects as of its date or as of the date so furnished; provided, however, that to the extent that any such consentSeller Report, approvalWeekly Report, authorization Daily Report, information, exhibit, financial statement or other report or document was based upon or constitutes a forecast or projection, the Servicer represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such Seller Report, Weekly Report, Daily Report, information, exhibit, financial statement or other report or document. In addition (and subject to the proviso above), none of the foregoing reports or documents contains, or will contain, as of its date of delivery or the date so furnished, any untrue statement of a material fact or omits to state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order is requiredto make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (g) Since January 1, 2003, the Servicer has obtained complied with the sameCredit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder. (viih) The Servicer has fully furnished and will fully furnish (for not extended or modified the period it serviced terms of any Pool Receivable or the Mortgage Loans)Contract under which any such Pool Receivable arose, except in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisCollection Policy or in accordance with Section 6.02(b). (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a corporation duly organized and is validly existing as a limited partnership in good standing existence under the laws of the State of Delaware Indiana, and is duly authorized and qualified to transact any do business, and all is in good standing, as a foreign corporation in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in of the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and the other Transaction Documents to perform any of its other obligations under this Agreement in accordance with which it is a party, (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer's charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any contractual restriction binding on or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties, where, in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Servicer of the Agreement or any other parties hereto, Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the as enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and reorganization or other similar laws relating to affecting the enforcement of creditors' rights generally and (b) the remedy by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law. (iiie) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The execution Servicer has complied in all material respects with the Credit and delivery Collection Policy with regard to each Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of this Agreement or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the ServicerSeller to the Agent, the servicing Insurer or any Purchaser Agent in connection with the EX-III-4 Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Insurer and any such Purchaser Agent at such time) as of the Mortgage Loans under this Agreementdate so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the consummation of any other statements contained therein, in the light of the transactions contemplated by this Agreementcircumstances under which they were made, not misleading. (i) The principal place of business and the fulfillment of or compliance with the chief executive office (as such terms hereof are used in the ordinary course of business UCC) of the Servicer and will not (Athe office(s) result in a material breach of any term or provision of the charter or by-laws of where the Servicer keeps its records concerning the Receivables are located at the address set forth under its signature to this Agreement or the Backup Servicing Agreement, as applicable. (Bj) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the The Servicer is a party or by which it may be bound, or (C) constitute a material not in violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency arbitrator or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this AgreementGovernmental Authority. (ivk) Neither the Servicer nor any Affiliate of the Servicer has any direct or indirect ownership or other financial interest in any Purchaser, the Insurer, the Agent or any Purchaser Agent. (l) The Servicer is not an approved servicer "investment company" within the meaning of mortgage loans for Xxxxxx Xxx the Investment Company Act of 1940, as amended. EXHIBIT IV COVENANTS COVENANTS OF THE SELLER AND THE SERVICER. Until the latest of the Termination Date, the date on which no Investment of or Discount in respect of any Participation shall be outstanding or the date all other amounts owed by the Seller under the Agreement to the Purchasers, the Insurer, the Purchaser Agents, the Agent and is an approved servicer of mortgage loans for Xxxxxxx Mac.any other Indemnified Party or Affected Person shall be paid in full: (va) No litigation is pending orCOMPLIANCE WITH LAWS, ETC. Each of the Seller and the Servicer shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the best of extent that the Servicer's knowledgefailure so to comply with such laws, threatenedrules and regulations or the failure so to preserve and maintain such existence, against the Servicer that rights, franchises, qualifications, and privileges would not materially and adversely affect the execution, delivery collectibility of the Receivables or the enforceability of this Agreement any related Contract or the ability of the Seller or the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with any related Contract or under the terms hereofAgreement. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer seller of seasoned mortgage loans and xxrxxxer of all types of mortgage loans for Xxxxxxx Freddie Mac. (v) No litigation is pending or, to the best of the xx xxx Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. Medco, in its capacity as Servicer, hereby represents and warrants as follows as of the date hereof and as of the date of each Purchase hereunder: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly incorporated, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer's certificate of incorporation or by-laws, (2) any Law applicable to the Servicer, (3) any material contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, except, in the case of each of sub-clauses (2) through (4) of this clause (iii), to the extent that such contravention would not be reasonably expected to have a Material Adverse Effect, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other Transaction Document to which it is a party. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viii) The Servicer has fully heretofore furnished to the Purchasers its consolidated balance sheet and will fully furnish statements of income, stockholders' equity and cash flows (i) for the period it serviced fiscal years ending, and at, December 29, 2001 and December 28, 2002, and (ii) as of and for the Mortgage Loans), in accordance with fiscal quarter and the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result portion of the Mortgagor's default fiscal year ended March 29, 2003. The financial statements described in making the Mortgage Loan payments.clause (i) of this Section 4.02

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to each of the Depositor other parties hereto (other than the Depositor) and for the Trustee as followsbenefit of the Securityholders, as of the date hereofClosing Date, and as of each Additional Closing Date (except to the extent provided in the relevant Trust Agreement Supplement), that: (i) The Servicer is duly organized and is organized, validly existing as a limited partnership in good standing as a national banking association under the laws of the State of Delaware United States, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, the State in which each of the Sites is located to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the enforceability of the Mortgage Loans in accordance with the terms of this Agreement Loan Documents and to perform any of its other obligations under this Agreement in accordance with Agreement, except where the terms hereoffailure to so qualify or comply would not have a material adverse effect on the ability of the Servicer to perform its obligations hereunder. (ii) The Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the reasonable judgment of the Servicer, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (iii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate all transactions involving the transactions Servicer contemplated by this Agreement and Agreement, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement. (iv) This Agreement, assuming the due authorization, execution and delivery hereof by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer in accordance with its termsthe terms hereof, except that subject to (aA) the enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership receivership, liquidation, moratorium and other similar laws relating to affecting the enforcement of creditors' ’ rights generally generally, and (bB) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforcement is considered in a proceeding therefor may be broughtin equity or at law. (iiiv) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or violation decree of any material indenture court or other material agreement or instrumentarbiter, or in violation any order, regulation or demand of any statutefederal, order state or regulation of any courtlocal governmental or regulatory authority, regulatory bodywhich violation, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair in the Servicer's ’s reasonable judgment, is likely to affect materially and adversely either the ability of the Servicer to perform or meet any of its obligations under this AgreementAgreement or the financial condition of the Servicer. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (vvi) No litigation is pending or, to the best of the Servicer's ’s knowledge, threatened, threatened against the Servicer, the outcome of which, in the Servicer’s reasonable judgment, would prohibit the Servicer that would from entering into this Agreement or that, in the Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or either the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with or the terms hereoffinancial condition of the Servicer. (vivii) The Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the executionconsummation by the Servicer of the transactions contemplated herein, delivery and except for those consents, approvals, authorizations or orders that previously have been obtained or cannot be obtained prior to the actual performance by the Servicer of, or compliance by the Servicer with, of its obligations under this Agreement or and except where the consummation lack of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, would not have a material adverse effect on the ability of the Servicer has obtained the sameto perform its obligations under this Agreement. (viib) The representations and warranties of the Servicer has fully furnished set forth in Section 2.04(a) shall survive the execution and will fully furnish (delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the period it serviced Trust remains in existence. Upon discovery by any party hereto of a breach of such foregoing representations and warranties that materially and adversely affects the Mortgage Loans)interests of the Securityholders or any party hereto, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files party discovering such breach shall give prompt written notice thereof to Equifax, Experian and Trans Union Credit Information Company on a monthly basisthe other parties hereto. (viiic) Notwithstanding any state or federal law Any successor Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.04(a), subject to such appropriate modifications to the contraryrepresentation and warranty set forth in Section 2.04(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, the Servicer shall not impose partnership, bank, association or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result other type of the Mortgagor's default in making the Mortgage Loan paymentsorganization.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx MacFannie Mae. (v) No litigation is pending or, to the best of bxxx xx the ServicerSxxxicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents, warrants and covenants to the Owner that as of each Transfer Date or as of such date specifically provided herein: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a national banking association duly organized, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State United States of Delaware America and has all licenses necessary to carry out its business as now being conducted, and is duly authorized licensed and qualified to transact any business in and all business contemplated by this Agreement to be conducted by is in good standing under the Servicer in any laws of each state in which a any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification andand no demand for such licensing or qualification has been made upon such Servicer by any such state, and in any event, event such Servicer is in compliance with the doing business laws of any such state, state to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Agreement; (iib) The Servicer has the corporate full power and authority and legal right to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, assuming the due authorizationand any agreements contemplated hereby, execution and delivery hereof by the other parties heretothis Agreement and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby valid and binding upon the Servicer in accordance with their terms; (ac) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion None of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer’s charter or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach subject or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or impair the value of the Mortgage Loans; (d) There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, with respect to perform any the Servicer which, either in one instance or in the aggregate, is reasonably likely to have a material adverse effect on the servicing of its other obligations under the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement in accordance with Agreement, or which is reasonably likely to have a material adverse effect on the terms hereoffinancial condition of the Servicer. (vie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer withwith this Agreement, this Agreement or the consummation of the transactions contemplated by this Agreement, except for consents, approvals, authorizations and orders which have been obtained; (f) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (g) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations, and in all material respects proper and prudent in the mortgage servicing business. With respect to escrow deposits and payments that the Servicer is entitled to collect, all such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; (h) Servicer is an approved servicer of residential mortgage loans for Xxxxxx Mae/FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to service mortgage loans for Xxxxxx Xxx/FHLMC and no event has occurred which would make Servicer unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC; (i) The Servicer does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement; (j) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby, contains or if will contain any statement that is or will be inaccurate or misleading in any material respect; (k) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such consentservices and that the entire Servicing Fee shall be treated by the Servicer, approvalfor accounting and tax purposes, authorization as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement; (l) The Servicer has not dealt with any broker, investment banker, agent or order is requiredother person that may be entitled to any commission or compensation in connection with this transaction other than the Owner; and (m) If requested by the Owner, the Servicer has obtained delivered to the same.Owner financial statements as to its last two complete fiscal years. All such financial statements fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Servicer and its subsidiaries and have been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or assets of the Servicer since the date of the Servicer’s financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement; (viin) The Servicer has fully furnished is a member of MERS in good standing, and will fully furnish (for the period it serviced the Mortgage Loans), comply in accordance all material respects with the Fair Credit Reporting Act rules and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to procedures of MERS in connection with the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result servicing of the Mortgagor's default in making the MERS Mortgage Loan paymentsLoans for as long as such Mortgage Loans are registered with MERS.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacXxxxxxe Xxc. (v) No litigation is pending or, to the best thx xxxx of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor Indenture Trustee, the Depositor, ABFS, the Collateral Agent, the Trust, the Note Insurer, Back-up Servicer and the Trustee as follows, Noteholder as of each Closing Date and during the date hereofterm of this Agreement that: (ia) The Each of the Servicer and the Subservicers is duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of their respective states of incorporation and has the State power to own its assets and to transact the business in which it is currently engaged. Each of Delaware the Servicer and the Subservicers is duly qualified to do business as a foreign corporation and is duly authorized in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and qualified in which the failure so to transact any and all business contemplated by this Agreement qualify could reasonably be expected to be conducted by have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case Subservicers or the performance of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other their respective obligations under this Agreement in accordance with the terms hereof.hereunder; (iib) The Servicer has the corporate power and authority to service each Mortgage Loanmake, and to execute, deliver and perform, perform this Agreement and to enter into and consummate all of the transactions contemplated by under this Agreement Agreement, and has duly authorized by taken all necessary corporate action on the part of the Servicer to authorize the execution, delivery and performance of this Agreement; , and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties heretohereto constitutes, constitutes a or will constitute, the legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof as enforcement of such terms may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and moratorium or other similar laws relating to creditors' or affecting the rights generally of creditors generally, and by general equity principles (bregardless of whether such enforcement is considered in a proceeding in equity or at law); (c) The Servicer is not required to obtain the remedy consent of specific performance and injunctive and any other forms party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of equitable relief may be subject to equitable defenses and this Agreement, except such as have been obtained prior to the discretion of the court before which any proceeding therefor may be brought.Closing Date; (iiid) The execution execution, delivery and delivery performance of this Agreement by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in constitute a material breach of any term mortgage, indenture, contract or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or (C) constitute a material violation assets of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrumentSubservicers, or in violation any material impairment of the right or ability of any statuteof them to carry on its business substantially as now conducted, order or regulation in any material liability on the part of any courtof them, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair would draw into question the Servicer's ability to perform or meet any validity of its obligations under this Agreement. (iv) The Servicer is an approved servicer , the Note, or the Mortgage Loans or of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, any action taken or to be taken in connection with the best obligations of the Servicer's knowledgeServicer or the Subservicers contemplated herein or therein, threatened, against the Servicer that or which would be likely to impair materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service or the Mortgage Loans or Subservicers to perform any of its other their respective obligations under hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading; (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended; (i) no Servicer Event of Default or event or circumstance which, with the giving of notice or the passage of time, or both, could constitute a Servicer Event of Default, has occurred or would result from any transfer to be made on such Closing Date; and (j) The Servicer shall take such actions as may be reasonably necessary to effect Dispositions in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation Section 10.04 of the transactions contemplated herebyIndenture as the Disposition Participants may reasonably request and direct, or if any such consentincluding without limitation, approval, authorization or order is requiredproviding the Originators, the Servicer has obtained Trust and the same. (vii) The Servicer has fully furnished Depositor such information as may be required to make representations and will fully furnish (for warranties required hereunder. It is understood and agreed that the period it serviced representations, warranties and covenants set forth in this Section 3.02 shall survive the delivery of the respective Indenture Trustee's Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law Files to the contraryCollateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Servicer shall not impose or collect a Prepayment Charge in any instance when Trust, the mortgage debt is accelerated as Note Insurer and the result of the Mortgagor's default in making the Mortgage Loan paymentsNoteholder.

Representations and Warranties of the Servicer. Medco, in its capacity as Servicer, hereby represents and warrants as follows as of the date hereof and as of the date of each Purchase hereunder: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly incorporated, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer's certificate of incorporation or by-laws, (2) any Law applicable to the Servicer, (3) any material contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, except, in the case of each of sub-clauses (2) through (4) of this clause (iii), to the extent that such contravention would not be reasonably expected to have a Material Adverse Effect, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other Transaction Document to which it is a party. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viii) The Servicer has fully heretofore furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contraryPurchasers its consolidated balance sheet and statements of income, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.stockholders' equity and

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor Issuer, the Initial Lender, the Trustee and the Trustee Noteholders, as follows, as of the date hereof:hereof (which representations and warranties shall be deemed repeated on each date on which a Servicer Report is due to be delivered hereunder as though made on and as of such date): (ia) The Servicer It is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Texas and is duly authorized and qualified to transact any do business, and all is in good standing in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by the Servicer in any state in which so qualified; it or a Mortgaged Property (Subservicer is or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is will be in compliance with the doing business laws of any such state, each state to the extent necessary to ensure perform its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance Agreement; and it or a Subservicer has obtained all necessary licenses with the terms hereof.respect to it or such Subservicer required by law to enable it to perform its duties herein; (iib) The Servicer It has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, perform this Agreement and to enter into and consummate the transactions contemplated hereby; (c) The execution and delivery by it and the performance by it or a Subservicer of this Agreement Agreement, and has the execution and delivery by it and the performance by it or a Subservicer of all other agreements, instruments and documents which may be delivered by it pursuant hereto, and the transactions contemplated hereby, (i) have been duly authorized by all necessary corporate action on the part of it, (ii) do not contravene or cause it to be in default under (A) its organizational documents, (B) any contractual restriction, with respect to any Debt of it, or otherwise, or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other material agreement or instrument binding it or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to or binding it or its property, and (iii) do not result in or require the Servicer creation of any Adverse Claim upon or with respect to any of its properties; (d) This Agreement has been duly executed and delivered on behalf of it; (e) No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party is required for the due execution, delivery and performance by it (either directly or through a Subservicer) of this Agreement; and this AgreementAgreement or any other agreement, assuming the due authorizationdocument or instrument to be delivered by it hereunder, execution and delivery hereof by the other parties heretoor if required, constitutes has been obtained; (f) This Agreement is a legal, valid and binding obligation of the Servicerobligation, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.; (iiig) The execution and delivery There is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of a material nature against or affecting it, its officers or directors, or its property, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement or any document to be delivered by it hereunder or (ii) seeking any determination or ruling that would reasonably be expected to materially and adversely affect (A) the Servicer, the servicing performance by it of the Mortgage Loans its obligations under this Agreement, or (B) the validity or enforceability of this Agreement or any document to be delivered by it hereunder or (iii) which is inconsistent with the due consummation of any other by it of the transactions contemplated by this Agreement; (h) Its facilities, plant, personnel, records and products are adequate for the fulfillment performance of its duties hereunder; (i) The Servicer is not in default with respect to any order or compliance with decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would reasonably be expected to have consequences that would materially and adversely affect the terms hereof condition (financial or otherwise) or operations of the Servicer or its properties or would reasonably be expected to have consequences that would materially and adversely affect its performance hereunder; (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (k) The Financed Vehicle securing each Receivable shall not be released by the Servicer or a Subservicer in whole or in part from the security interest granted by the Obligor, except as contemplated herein; (l) Each certificate and each statement furnished in writing, report or electronic medium delivered pursuant to the terms hereof or under the Indenture by the Servicer is accurate and complete in all material respects with respect to the information purported to be set forth therein; and (m) The practices used by the Servicer to monitor collections with respect to the Receivables and repossess and dispose of the Financed Vehicles related to the Receivables have been, and will not be, in all material respects, legal, proper and in conformity with the requirements of all applicable federal and state laws, rules and regulations, VSI Policy procedures (Aif applicable) result and as set forth with respect to the Servicer in the AutoBond Program Manual. It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive the execution of this Agreement. Upon discovery by either the Initial Lender, the Issuer, the Trustee or the Servicer of a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default underforegoing representations and warranties, the terms party discovering such breach shall give proper written notice to the other parties hereto and the Noteholders; provided, that the Trustee shall have no duty or responsibility to inquire, investigate, determine or obtain actual knowledge of facts or events constituting a breach of any other material agreement such representations or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementwarranties. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Fannie Mae or Freddie Mac. (v) No litigation is pending orlitigatiox xx xexxxng ox, to the xx xhe best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge Penalty in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFreddix Xxx. (v) No litigation is pending or, to the best of bxxx xx the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iib) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought. (iiic) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivd) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (ve) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viig) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as Each of the date hereof: Servicer and its Material Subsidiaries (iincluding for this purpose the Lyondell Joint Ventures) The Servicer is duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of Delaware its organization, has the requisite power and authority under its Constituent Documents and applicable law to own its property and assets and to carry on its business as now conducted and is duly qualified and is in good standing and is authorized and qualified to transact any and all do business contemplated by this Agreement in every jurisdiction where such qualification or authorization is required, except where the failure so to be conducted by the Servicer in any state in which a Mortgaged Property (qualify, individually or Underlying Mortgaged Property, in the case of aggregate, could not reasonably be expected to result in a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofMaterial Adverse Effect. (iib) The Servicer has the corporate power and authority to service each Mortgage Loan, under its Constituent Documents and applicable law to execute, deliver and performcarry out the provisions of the Transaction Documents to which it is a party, and to enter into all such actions have been duly and consummate the transactions contemplated by this Agreement and has duly validly authorized by all necessary corporate action proceedings on the its part of the Servicer the under its Constituent Documents and applicable law. (c) The execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Servicer of the Transaction Documents to which it is a party, and the other parties heretotransactions contemplated hereby and thereby, constitutes do not (i) violate (x) any provision of the Servicer’s Constituent Documents or any other agreement governing its organization and/or scope of power and authority or any applicable law, rule, regulation (including Regulation U or X) or order, writ, judgment, injunction, decree, determination or award of any Governmental Authority binding upon it, (ii) result in a breach of or constitute (alone or with notice or lapse of time or both) a material default under any indenture or any material agreement or other instrument to which it or any Material Subsidiary is a party, or by which it or any Material Subsidiary or any of its or its Material Subsidiary’s properties or assets are bound, or (iii) except for the Liens created by the Transaction Documents, result in or require the creation or imposition of any Lien upon any of its or its Material Subsidiary’s property or assets. (d) This Agreement is, and the other Transaction Documents to which the Servicer is or will be a party when delivered will be, the legal, valid and binding obligation obligations of the Servicer, such Person enforceable against the Servicer such Person in accordance with its terms, their respective terms except that (a) the as such enforceability hereof may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and other moratorium or similar laws relating of general application from time to creditors' time affecting the rights of creditors generally and (b) the remedy by general principles of specific performance equity, including implied obligations of good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing. (iiie) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any No authorization or approval or other of the transactions contemplated by this Agreementaction by, and the fulfillment of no notice to or compliance filing with, any Governmental Authority is or will be required in connection with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the due execution, delivery and performance by the Servicer of any Transaction Document to which it is a party or any other transaction contemplated hereby or thereby, except for the filings of the financing statements referred to in Article III and except for any that have been made or any the failure to obtain, give, file or take could not reasonably be expected to result in a Material Adverse Effect. (f) Since June 30, 2003, there has not occurred any development or event affecting, or any change in the business, assets, results of operations, financial condition or prospects of, Lyondell and its Subsidiaries, taken as a whole, which has resulted or compliance could reasonably be expected to result in a Material Adverse Effect. (g) There is no action, suit, investigation, litigation or proceeding at law or in equity or by or before any Governmental Authority now pending or, to its knowledge, threatened against or affecting the Servicer with, this Agreement or any of its Subsidiaries or the consummation businesses, assets or rights of Servicer or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (ii) that in any manner draws into question the validity or enforceability of any Transaction Document. (h) No report or document or other information furnished or to be furnished at any time by or on behalf of the transactions contemplated herebyServicer to the Agent or any Purchaser in connection with any Transaction Document, when taken together with all other reports, documents and information then or theretofore so furnished by or on behalf of the Servicer, including Lyondell’s periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, contained, or if will contain as of the date so furnished, any untrue statement of a material fact or omitted to state, or will omitted to state, as the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty with respect to (x) the financial projections described in Section 3.1(d)(iii), (y) any information, including financial projections, delivered pursuant to Section 3.01(b) of the Lyondell Undertaking or (z) any financial statements delivered pursuant to Section 5.5(a) shall be made pursuant to this Section 5.3(p). (i) The offices where the Servicer keeps its Records concerning the Receivable Assets are as set forth in Schedule III hereto (or, by notice to the Agent in accordance with Section 5.1(e), at such consentother locations in jurisdictions, approvalwithin the United States, authorization where all requested actions under Section 6.5(a) have been taken and completed). (j) The names and addresses of all the Lock-Box Banks, together with the lock-box numbers related to, and the account numbers and owners of, the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule I hereto (or order is requiredsuch other Lock-Box Banks and/or such other Lock-Box Accounts as have been notified to the Agent in accordance with Section 5.3(m)). Except under the Lock-Box Agreements, the Servicer has obtained not granted any Person dominion or control of any Lock-Box Account, or the sameright to take dominion or control over any Lock-Box Account at a future time or upon the occurrence of a future event. (viik) Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance (except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect) with the presently applicable provisions of ERISA and the Code with respect to each Plan. Except as reflected in the PBGC Settlement Agreement, no member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. (l) The Servicer has fully furnished complied with the Credit and will fully furnish (for Collection Policy in all material respects and since the period it serviced date of this Agreement there has been no change in the Mortgage Loans)Credit and Collection Policy except as permitted hereunder. The Servicer has not extended or modified the terms of any Pool Receivable or the Contract under which any such Pool Receivable arose, except in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate Collection Policy and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisin accordance with Section 6.2(b). (viiim) Notwithstanding No effective financing statement or other instrument similarly in effect covering any state Contract or federal law any Pool Receivable or Related Security or Collections with respect thereto is on file in any recording office, except those set forth on Schedule IV hereto and those filed in favor of the Agent relating to this Agreement or in favor of the Seller and the Agent relating to the contraryReceivables Sale Agreement. (n) Each of the Servicer and its Subsidiaries (including, for purposes of this Section, the Lyondell Joint Ventures) has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid or accrued all taxes shown to be due on such returns or on any assessment received by Lyondell or any Subsidiary and required to be paid or accrued by it, except to the extent that any such taxes are being contested in good faith by appropriate proceedings. (o) Neither the Servicer shall not impose nor any of its Subsidiaries is an “investment company” as defined in, or collect is otherwise subject to regulation under, the Investment Company Act of 1940. Neither the Servicer nor any of its Subsidiaries is subject to regulation as a Prepayment Charge “holding company” under the Public Utility Holding Company Act of 1935. (i) Neither the Servicer nor any of its Subsidiaries is in violation of any law, or in default with respect to any judgment, writ, injunction, decree, rule or regulation of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (ii) No Potential Event of Termination or Event of Termination has occurred and is continuing. (i) The audited consolidated balance sheet of Lyondell and its Consolidated Subsidiaries as of December 31, 2002 and the related consolidated statements of income, of stockholders’ equity and of cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, and set forth in the Servicer’s 2002 annual report on Form 10-K filed with the SEC, a copy of which has been furnished to the Agent for distribution to the Purchasers, fairly present, in all material respects and in conformity with GAAP, the consolidated financial position of Lyondell and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (ii) The unaudited consolidated balance sheet of Lyondell and its Consolidated Subsidiaries as of June 30, 2003 and the related unaudited consolidated statements of income and of cash flows for the six months then ended, set forth in Lyondell’s quarterly report for the fiscal quarter ended June 30, 2003 on Form 10-Q filed with the SEC, a copy of which has been furnished to the Agent for distribution to the Purchasers, fairly present, in all material respects and in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (i) of this Section 4.2(q), the consolidated financial position of Lyondell and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period (subject to normal year-end adjustments). (iii) The financial projections provided to the Agent pursuant to Section 3.1(d)(iii) and in the Confidential Information Memorandum were prepared in good faith on the basis of the assumptions described in the Confidential Information Memorandum, which assumptions were believed by the Servicer in good faith to be reasonable in light of the then current and reasonable foreseeable business conditions of Lyondell and its Consolidated Subsidiaries existing at the time of preparation thereof, and the Servicer has no knowledge of any event or circumstance that would cause it to change any such assumptions in any instance when the mortgage debt is accelerated material respect as the result of the Mortgagor's default in making date hereof, it being understood by the Mortgage Loan paymentsAgent and the Purchasers that actual results will likely vary from the projected results set forth therein.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFreddie Mxx. (v) No Except as previously disclosed to the Xxxxxxtor in the Prospectus Supplement, no litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware Texas and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor Purchaser, the Operating Agent and the Trustee Collateral Agent as follows, follows as of the date hereof: (ia) The Servicer is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State its jurisdiction of Delaware incorporation and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by so qualified except where the Servicer in any state in which a Mortgaged Property failure to be so qualified would not materially and adversely affect (or Underlying Mortgaged Property, in 1) the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part performance of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best Agreement or any of the Servicer's knowledgeRelated Documents, threatened, against (2) the Servicer that would materially and adversely affect the execution, delivery validity or enforceability of this Agreement or the ability any of the Servicer to service Related Documents, (3) the Mortgage Loans Transferred Receivables, the -19- Contracts or to perform any the interests of its other obligations under this Agreement in accordance with MCF, Redwood or their assigns therein, or (4) the terms hereofbusiness, operations, financial condition or prospects of the Servicer. (vib) No consent, approval, authorization or order of any court or governmental agency or body is required for The Servicer has the power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby. (c) The execution, delivery and performance by the Servicer ofof this Agreement, or compliance by the Servicer with, this Agreement or the consummation of each other Related Document to which it is a party and the transactions contemplated herebyhereby and thereby (i) have been duly authorized by all necessary corporate or other action on the part of the Servicer, (ii) do not contravene or cause the Servicer to be in default under (A) its charter or by-laws, (B) any contractual restriction contained in any or, in the case of the Originator only, any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other or, in the case of the Originator only, any material agreement or instrument binding on or affecting it or its property, or if (C) any such consentlaw, approvalrule, authorization regulation, order, writ, judgment, award, injunction or order is requireddecree binding on or affecting it or its property, and (iii) do not result in or require the Servicer has obtained creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of the sameSeller, Redwood and the Collateral Agent). (viid) The Servicer This Agreement and each other Related Document to which it is a party has fully furnished been duly executed and will fully furnish (for delivered by the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisServicer. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor Depositor, the Trust Administrator and the Trustee as followsTrustee, as of the date hereofClosing Date, or if so specified herein, as of the Cut-off Date: (ia) The Servicer is duly organized as a corporation and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (iib) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiic) The execution and delivery of this Agreement by the Servicer, and the servicing of the Mortgage Loans by the Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter articles of incorporation or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivd) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Fxxxxxx Mac and is an a mortgagee approved servicer by the Secretary of mortgage loans for Xxxxxxx MacHousing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. (ve) No litigation is pending or, to the best of the Servicer's knowledge, threatened, or threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated herebythereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx Fxxxxxx Mac. (v) No litigation is pending or, to the best of the besx xx xxe Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, unless the failure to so qualify would not have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement Agreement, the other Transaction Documents to which it is a party and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder or thereunder (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer's charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any material contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any lien, security interest or other Adverse Claim, charge or encumbrance upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to applicable bankruptcy, insolvency, moratorium, receivership and moratorium or other similar laws relating to creditors' affecting the rights of creditors generally and general equitable principles (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtat law or in equity). (iiii) The execution and delivery consolidated balance sheet of this Agreement by the ServicerACI as at September 30, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement2007, and the fulfillment related consolidated statements of or compliance income and cash flow of ACI for the fiscal quarter then ended, copies of which have been furnished to the Agent, fairly present the financial condition of ACI as at such date and the results of the operations of ACI for the period ended on such date, all in accordance with the terms hereof are Canadian generally accepted accounting principles consistently applied, and (ii) since September 30, 2007 there has been no material adverse change in the ordinary course business operation or financial condition of business of the Servicer ACI and will not (A) result in its Subsidiaries taken as a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementwhole. (ivf) The Servicer There is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is no pending or, to the best of the Servicer's knowledge, threatenedthreatened action, against investigation or proceeding affecting the Servicer or any of its Subsidiaries before any court, governmental agency or arbitrator which may have a Material Adverse Effect. (g) Each Receivable characterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report, an Eligible Receivable or properly included in the Net Receivables Pool Balance. (h) Each Seller Report (if prepared by the Servicer or one of its Affiliates, or to the extent that would materially information contained therein is supplied by the Servicer or an Affiliate), including the calculations therein, and adversely affect the executionall information, delivery exhibits, financial statements, documents, books, records or enforceability of this Agreement reports furnished or the ability of to be furnished at any time by the Servicer to service the Mortgage Loans Agent, the Investors or to perform any the Banks in connection with this Agreement is or will be accurate in all material respects as of its other obligations date or (except as otherwise disclosed to the Agent, Investors or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under this Agreement in accordance with the terms hereofwhich they were made, not misleading. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viii) The Servicer has fully furnished (i) timely filed all federal tax returns required to be filed, (ii) timely filed all material state and will fully furnish local tax returns and (iii) paid or made adequate provision for the period it serviced payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the Mortgage Loans), obligation to pay such amount is adequately reserved against in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisCanadian generally accepted accounting principles). (viiij) Notwithstanding any state For purposes of Section 9-307 of the UCC as in effect in the State of New York, the U.S. Originator is located in the jurisdiction of organization set forth in Schedule IV hereto, and the Canadian Originator is located in the jurisdiction of its chief executive and registered office set forth in Schedule IV hereto (in each case as such Schedule IV is modified in accordance herewith). The office in the jurisdiction of organization (or federal law other applicable jurisdictions, in the case of the Canadian Originator) of each Originator in which a financing statement or other applicable registrations under the PPSA are required to be filed in order to perfect the security or ownership interest granted by such Originator under the Originator Purchase Agreement is set forth in Schedule IV hereto (as modified in accordance herewith). The principal place of business and chief executive office of the U.S. Originator, the principal place of business and chief executive and registered office of the Canadian Originator and the office where each Originator keeps its records concerning the Originator Receivables are located (and have been located for the five years prior to the contrarydate of this Agreement) at the address or addresses set forth in Schedule IV hereto (as modified in accordance herewith). Neither Originator has changed its name during the five years prior to the date of this Agreement, except as set forth in Schedule IV hereto, as modified in accordance herewith. (k) The Insurance Policy has been validly issued by the Servicer shall not impose or collect a Prepayment Charge Insurer to ACI and is, on the date hereof, in any instance when the mortgage debt is accelerated as the result full force and effect. The copy of the MortgagorInsurance Policy attached hereto as Annex H is true, correct and complete as of the date hereof. All statements made by ACI in the application for the Insurance Policy were true, correct and complete in all material respects when made. As of the date hereof, all the premiums due on December 10, 2007 under the Insurance Policy for the policy period ended August 31, 2007 have been paid. ACI has performed all of its duties under the Insurance Policy and has timely filed all claims payable thereunder in such form as is required by the Insurer. The Insurance Policy has not been amended, supplemented or otherwise modified except as permitted by Section 6.02(a), and ACI has not waived any of its rights thereunder. The Insurer has been directed to pay all Insurance Proceeds directly into a Deposit Account that is subject to a Deposit Account Agreement or as otherwise directed by the Agent. (l) The Servicer has marked the Seller's default in making master data processing records evidencing the Mortgage Loan paymentsPool Receivables, including master data processing records evidencing Pool Receivables arising out of the sale of lumber, with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a 58 Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iib) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought. (iiic) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivd) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (ve) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viig) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followswarrants, as of the date hereof, to the Seller, the Trust and the Trustee, as follows: (ia) The Servicer It is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any do business, and all is in good standing in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by so qualified the Servicer in any state in failure of which to so qualify would have a Mortgaged Property (material adverse effect on the Servicer's ability to service the Auto Loans and perform its other obligations hereunder, and it is or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is will be in compliance with the doing business laws of any such state, each state to the extent necessary to ensure its ability to enforce the enforceability of each Mortgage Loan, to service Auto Loan and the Mortgage servicing of the Auto Loans in accordance with the terms of under this Agreement and it or a Subservicer has obtained all necessary licenses with respect to it required by law to enable it to perform any of its other obligations under this Agreement in accordance with the terms hereof.duties herein; (iib) The Servicer It has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, perform this Agreement and to enter into and consummate the transactions contemplated hereby; (c) The execution, delivery and performance by it (or a Subservicer on behalf of the Servicer) of this Agreement Agreement, and has all other agreements, instruments and documents which may be delivered by it pursuant hereto, and the transactions contemplated thereby, (i) have been duly authorized by all necessary corporate action or other action, on the part of it, (ii) do not contravene or cause it to be in default under (A) its charter or by-laws, (B) any contractual restriction with respect to any of its Debt or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting it or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to or binding on or affecting it or its property and (iii) do not result in or require the Servicer creation of any Adverse Claim upon or with respect to any of its properties; (d) This Agreement has been duly executed and delivered on its behalf; (e) No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party is required for the due execution, delivery and performance by it (either directly or through a Subservicer) of this Agreement; and this AgreementAgreement or any other agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a document or instrument to be delivered hereunder; (f) This Agreement is its legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof as such enforcement may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and receivership, moratorium or other similar laws relating to creditors' or affecting the rights generally of creditors generally, and by general principles of equity (bregardless of whether such enforcement is consideration in a proceeding in law or in equity); (g) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and There is no pending or, to the discretion Seller's knowledge, threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of a material nature against or affecting it, its officers or directors, or its property, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the court before which any proceeding therefor may be brought. (iii) The execution and delivery invalidity of this Agreement or any document to be delivered by it hereunder or (ii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect (A) the Servicer, the servicing performance by it of the Mortgage Loans its obligations under this Agreement, or (B) the validity or enforceability of this Agreement or any document to be delivered by it hereunder or (iii) which is inconsistent with the due consummation of any other by it of the transactions contemplated by this Agreement; and (h) Its servicing facilities, plant, personnel, records and products are adequate for the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any performance of its obligations under this Agreementduties hereunder. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly incorporated, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware Massachusetts and is duly authorized and qualified to transact any do business, and all business contemplated by this Agreement is in good standing, in every other jurisdiction in which the failure to be conducted so qualified could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and all other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder are within the terms hereof. (ii) The Servicer has the Servicer's corporate power and authority to service each Mortgage Loanpowers, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, do not contravene (i) the Servicer's charter or by-laws, (ii) any law, rule or regulation applicable to the Servicer, (iii) any contractual restriction binding on the part of or affecting the Servicer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. The Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; Agreement or any other document or instrument to be delivered hereunder. (d) This Agreement and this Agreement, assuming each other document or instrument delivered by it hereunder constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiie) The execution and delivery of this Agreement No Investor Report (if prepared by the Servicer, or to the servicing extent that information contained therein is supplied by the Servicer), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by the Servicer to the Agent or any Owner in connection with this Agreement is or will be inaccurate in any material respect as of the Mortgage Loans under this Agreementdate it is or shall be dated or (except as otherwise disclosed to the Agent or such Owner, as the consummation of any other case may be, at such time) as of the transactions contemplated by this Agreementdate so furnished, and the fulfillment no such document contains or will contain any material misstatement of fact or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in omits or shall omit to state a material breach of fact or any term or provision of fact necessary to make the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is statements contained therein not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementmisleading. (ivf) All Obligors (other than Obligors in respect of Unbilled Receivables) are listed on the General Trial Balance. The Servicer Seller's methodology for determining the Outstanding Balance of Unbilled Receivables is an approved servicer accurately described in Exhibit B, and such description does not omit any fact necessary to make the statements contained therein not misleading. The Outstanding Balance of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement Unbilled Receivables shall be calculated in accordance with the methodology described in Exhibit B. (g) The terms hereofof the Receivables have not been extended or modified, except as permitted under the Credit and Collection Policy. (vih) No consent, approval, authorization or order of The Credit and Collection Policy has not been materially changed in any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the sameway which might reasonably lead to a Material Adverse Effect. (viii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance management information systems that are adequate to generate reliable statistical information with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law respect to the contraryReceivables, including such information as is required to be delivered pursuant to the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result terms of the Mortgagor's default in making the Mortgage Loan paymentsthis Agreement.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor Master Servicer, the Trustee and the Trustee as followsTrust, as of the date hereofClosing Date, that: (i) The Servicer is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware and has all licenses necessary to carry out its business as now being conducted, and is duly authorized licensed and qualified to transact any business in and all business contemplated by this Agreement to be conducted by is in good standing under the Servicer in any laws of each state in which a Mortgaged any Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification andand no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event, event the servicer is in compliance with the doing business laws of any such state, state to the extent necessary to ensure its ability to enforce the enforceability of each Mortgage Loan, to service Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (ii) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and legal right to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and any agreements contemplated hereby, and, assuming the due authorization, execution and delivery hereof of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) and all requisite corporate action has been taken by the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership Servicer to make this Agreement and other similar laws relating to creditors' rights generally all agreements contemplated hereby valid and (b) binding upon the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtServicer in accordance with their terms. (iii) The None of the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer's charter or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach subject or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the ability of the Master Servicer's ability , the Trust or the Trustee, as the case may be, to perform realize on the Mortgage Loans or meet any impair the value of its obligations under this Agreementthe Mortgage Loans. (iv) The There is no litigation, suit, proceeding or investigation pending or threatened, or any order or decree outstanding, with respect to the Servicer that is an approved servicer reasonably likely to have a material adverse effect on the servicing of mortgage loans for Xxxxxx Xxx and the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement, or which is an approved servicer reasonably likely to have a material adverse effect on the financial condition of mortgage loans for Xxxxxxx Macthe Servicer. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer withwith this Agreement, this Agreement except for consents, approvals, authorizations and orders that have been obtained. (vi) The Servicer is an approved servicer of residential mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OTS, and is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or the consummation of the transactions contemplated hereby, Xxxxxxx Mac and no event has occurred that would make Servicer unable to comply with eligibility requirements or if any such consent, approval, authorization that would require notification to either Xxxxxx Mae or order is required, the Servicer has obtained the sameXxxxxxx Mac. (vii) The Servicer has fully furnished does not believe, nor does it have any cause or reason to believe. that it cannot perform each and will fully furnish (for the period it serviced the Mortgage Loans), every covenant contained in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisthis Agreement. (viii) Notwithstanding any state or federal law The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services as are required of it as master servicer and that the Subservicing Fee represents reasonable compensation to a Subservicer for performing the servicing of the Mortgage Loans under the Related Subservicing Agreement and that the entire Servicing Fee (and, to the contraryextent received by the Servicer, the Subservicing Fee) shall be treated by the Servicer, for accounting and tax purposes, as compensation for the master servicing and administration of the Mortgage Loans pursuant to this Agreement (or the servicing and administration of the Mortgage Loans, as the case may be). (b) It is understood and agreed that the representations and warranties set forth in this Section 2.1 shall survive the Closing Date. Upon discovery by the Master Servicer of a breach of any of the representations and warranties set forth in this Section 2.1 which materially and adversely affects the interest of the Master Servicer or the Trust, the Master Servicer shall give prompt written notice to the Servicer. Within 30 days of its discovery or its receipt of notice of breach, the Servicer shall not impose or collect a Prepayment Charge cure such breach in any instance when all material respects and, upon the mortgage debt is accelerated as Servicer's continued failure to cure such breach, the result Servicer may thereafter be removed by the Master Servicer pursuant to Section 5.1 of this Agreement; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Mortgagor's default in making Master Servicer that it is diligently pursuing remedial action, then the Mortgage Loan paymentscure period shall be extended for up to an additional 30 days.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFreddie Mxx. (v) No litigation is pending or, to the best of bxxx xx the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsTrustee, as of the date hereofClosing Date, or if so specified herein, as of the Cut-off Date: (ia) The Servicer is duly organized as a limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (iib) The Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof thereof by the other parties heretothereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiic) The execution and delivery of this Agreement by the Servicer, and the servicing of the Mortgage Loans by the Servicer under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof thereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws limited partnership agreement of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivd) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx FNMA or FHLMC and is an a mortgagee approved servicer by the Secretary of mortgage loans for Xxxxxxx MacHousing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. (ve) No litigation is pending or, to the best of the Servicer's knowledge, threatened, or threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereofthereof. (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated herebythereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, Loan to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for or Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The To induce the Purchasers to purchase the Purchaser Interests and to take any action required to be performed by it hereunder, the Servicer hereby represents and warrants to the Depositor Purchasers and the Trustee as followsAdministrative Agent, as which representation and warranty shall survive the execution and delivery of the date hereofthis Agreement: (ia) Each of the representations and warranties of the Servicer (whether made by the Servicer in its capacity as the Originator or as the Servicer) contained in any Related Document is true and correct and, if made by the Servicer in its capacity as the Originator, applies with equal force to the Servicer in its capacity as the Servicer (b) The Servicer is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State its jurisdiction of Delaware incorporation, and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, except to the extent the failure to so qualify would not have a Material Adverse Effect. (c) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and the other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Servicer's charter or bylaws, (2) any material law, rule or regulation applicable to the Servicer, (3) any material contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property. This Agreement has been duly executed and delivered by the Servicer. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (e) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to bankruptcy, insolvency, moratoriumreorganization, receivership moratorium and other similar laws relating to affecting creditors' rights generally and general principles of equity (b) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding therefor may be broughtin equity or at law). (iiif) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which If the Servicer is a party the Originator or one of its Affiliates, each Monthly Report, Investment Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Servicer on behalf of the Seller or by which it may be boundor on behalf of the Originator to the Administrative Agent, or the Purchasers in connection with this Agreement is correct in all material respects as of its date or (Cexcept as otherwise disclosed to the Administrative Agent or the Purchasers, as the case may be, at such time) constitute as of the date so furnished, and no such document contains any untrue statement of a material violation fact or omits to state a fact necessary in order to make the statements contained therein, in the light of any statutethe circumstances under which they were made, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementmisleading. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (vg) No litigation proceeds of any purchase or reinvestment hereunder will be used to acquire any equity security of a class which is pending or, registered pursuant to the best Section 12 of the Servicer's knowledgeSecurities Exchange Act of 1934, threatenedas amended, against or for any other purpose that might cause any portion of such proceeds to be considered a "purpose credit" within the Servicer that would materially and adversely affect the executionmeaning of Regulations T, delivery U or enforceability of this Agreement or the ability X of the Servicer Federal Reserve Board. The Seller does not own any equity security of a class which is registered pursuant to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation Section 12 of the transactions contemplated herebySecurities Exchange Act of 1934, or if any such consent, approval, authorization or order is required, the Servicer has obtained the sameas amended. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Issuer, the Master Servicer, the Custodian, the Depositor and the Indenture Trustee as followsfor their own benefit and for the benefit of the Holders of the Certificates that, as of the date hereofClosing Date: (i) The the Servicer is a corporation duly organized organized, validly existing, and is validly existing as a limited partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation and has, and had at all relevant times, full corporate power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Servicer has all necessary licenses and is duly authorized and qualified to transact business in and is in good standing under the laws of each state where any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and, in and no demand for such qualification has been made upon the Servicer by any event, is in state having jurisdiction; (ii) the execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and will not (A) violate the Servicer’s charter or by laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to perform which the Servicer is a party or which may be applicable to the Servicer or any of its other obligations under this Agreement assets or (B) result in accordance with the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms hereof.of any such contract, agreement or other instrument; (iiiii) The the Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to be consummated by it, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its termsthe terms hereof, except that (a) the enforceability hereof as such enforcement may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and receivership, moratorium or other similar laws relating to creditors' or affecting the rights generally of creditors generally, and by general equity principles (bregardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) the remedy of specific performance Servicer is not in violation of, and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (v) there are no actions or proceedings against, or investigations of, the Servicer pending or, to the knowledge of the Servicer, the servicing of the Mortgage Loans under threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any other of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of any of its obligations under, or the validity or enforceability of, this Agreement, and ; (vi) the fulfillment consummation of or compliance with the terms hereof transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not Servicer; (Avii) result in a material breach of any term or provision of the charter or by-laws of the Servicer does not believe, nor does it have any reason or (B) materially conflict withcause to believe, result that it cannot perform each and every covenant contained in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement.; (ivviii) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No no consent, approval, authorization authorization, license or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, with this Agreement or the consummation of the transactions contemplated herebyAgreement, or if any required, such consent, approval, authorization authorization, license or order is required, has been obtained prior to the Closing Date; and (ix) the Servicer has obtained is an approved seller/servicer of residential mortgage loans of the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced same type as the Mortgage Loans), in accordance with the Fair Credit Reporting Act facilities, procedures and its implementing regulationsexperienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to service mortgage loans, accurate and complete information (e.g.no event has occurred, favorable and unfavorable) on its borrower credit files including a change in insurance coverage, which would make the Servicer unable to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.service the Mortgage Loans; and (viiix) Notwithstanding neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue material statement of fact or omits to state or federal law a material fact necessary to make the contrary, the Servicer shall statements contained therein not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan paymentsmisleading.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced services the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (ai) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (iii) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iiiii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiiiv) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (vvi) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viiviii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Issuer, the Master Servicer, the Custodian, the Depositor and the Indenture Trustee as followsfor their own benefit and for the benefit of the Holders of the Certificates that, as of the date hereofClosing Date: (i) The the Servicer is a corporation duly organized organized, validly existing, and is validly existing as a limited partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation and has, and had at all relevant times, full corporate power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Servicer has all necessary licenses and is duly authorized and qualified to transact business in and is in good standing under the laws of each state where any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and, in and no demand for such qualification has been made upon the Servicer by any event, is in state having jurisdiction; (ii) the execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and will not (A) violate the Servicer’s charter or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to perform which the Servicer is a party or which may be applicable to the Servicer or any of its other obligations under this Agreement assets or (B) result in accordance with the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms hereof.of any such contract, agreement or other instrument; (iiiii) The the Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to be consummated by it, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its termsthe terms hereof, except that (a) the enforceability hereof as such enforcement may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and receivership, moratorium or other similar laws relating to creditors' or affecting the rights generally of creditors generally, and by general equity principles (bregardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) the remedy of specific performance Servicer is not in violation of, and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (v) there are no actions or proceedings against, or investigations of, the Servicer pending or, to the knowledge of the Servicer, the servicing of the Mortgage Loans under threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any other of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of any of its obligations under, or the validity or enforceability of, this Agreement, and ; (vi) the fulfillment consummation of or compliance with the terms hereof transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not Servicer; (Avii) result in a material breach of any term or provision of the charter or by-laws of the Servicer does not believe, nor does it have any reason or (B) materially conflict withcause to believe, result that it cannot perform each and every covenant contained in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement.; (ivviii) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No no consent, approval, authorization authorization, license or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, with this Agreement or the consummation of the transactions contemplated herebyAgreement, or if any required, such consent, approval, authorization authorization, license or order is required, has been obtained prior to the Closing Date; and (ix) the Servicer has obtained is an approved seller/servicer of residential mortgage loans of the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced same type as the Mortgage Loans), in accordance with the Fair Credit Reporting Act facilities, procedures and its implementing regulationsexperienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to service mortgage loans, accurate and complete information (e.g.no event has occurred, favorable and unfavorable) on its borrower credit files including a change in insurance coverage, which would make the Servicer unable to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.service the Mortgage Loans; and (viiix) Notwithstanding neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue material statement of fact or omits to state or federal law a material fact necessary to make the contrary, the Servicer shall statements contained therein not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan paymentsmisleading.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No Except as previously disclosed to the Depositor in the Prospectus Supplement, no litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor hereunder may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFreddie Xxx. (v) No Except as previously disclosed to thx Xxxxxitor in the Prospectus Supplement, no litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx MacXxx. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (ia) The Servicer is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified, unless the failure to so qualify would not have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement Agreement, the other Transaction Documents to which it is a party and any other documents to perform any of its other obligations under this Agreement in accordance with be delivered by it hereunder or thereunder (i) are within the terms hereof. Servicer’s corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) the Servicer’s charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any material contractual restriction binding on the part of or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any lien, security interest or other Adverse Claim, charge or encumbrance upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; and this Agreement, assuming Agreement or any other document to be delivered by it hereunder. (d) This Agreement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by subject to applicable bankruptcy, insolvency, moratorium, receivership and moratorium or other similar laws relating to creditors' affecting the rights of creditors generally and general equitable principles (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtat law or in equity). (iiii) The execution and delivery consolidated balance sheet of this Agreement by the ServicerACI as at September 30, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement2007, and the fulfillment related consolidated statements of or compliance income and cash flow of ACI for the fiscal quarter then ended, copies of which have been furnished to the Agent, fairly present the financial condition of ACI as at such date and the results of the operations of ACI for the period ended on such date, all in accordance with the terms hereof are Canadian generally accepted accounting principles consistently applied, and (ii) since September 30, 2007 there has been no material adverse change in the ordinary course business operation or financial condition of business of the Servicer ACI and will not (A) result in its Subsidiaries taken as a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementwhole. (ivf) The Servicer There is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is no pending or, to the best Servicer’s knowledge, threatened action, investigation or proceeding affecting the Servicer or any of its Subsidiaries before any court, governmental agency or arbitrator which may have a Material Adverse Effect. (g) Each Receivable characterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the Servicer's knowledgedate of such Seller Report, threatened, against an Eligible Receivable or properly included in the Net Receivables Pool Balance. (h) Each Seller Report (if prepared by the Servicer or one of its Affiliates, or to the extent that would materially information contained therein is supplied by the Servicer or an Affiliate), including the calculations therein, and adversely affect the executionall information, delivery exhibits, financial statements, documents, books, records or enforceability of this Agreement reports furnished or the ability of to be furnished at any time by the Servicer to service the Mortgage Loans Agent, the Investors or to perform any the Banks in connection with this Agreement is or will be accurate in all material respects as of its other obligations date or (except as otherwise disclosed to the Agent, Investors or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under this Agreement in accordance with the terms hereofwhich they were made, not misleading. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viii) The Servicer has fully furnished (i) timely filed all federal tax returns required to be filed, (ii) timely filed all material state and will fully furnish local tax returns and (iii) paid or made adequate provision for the period it serviced payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the Mortgage Loans), obligation to pay such amount is adequately reserved against in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basisCanadian generally accepted accounting principles). (viiij) Notwithstanding any state For purposes of Section 9-307 of the UCC as in effect in the State of New York, the U.S. Originator is located in the jurisdiction of organization set forth in Schedule IV hereto, and the Canadian Originator is located in the jurisdiction of its chief executive and registered office set forth in Schedule IV hereto (in each case as such Schedule IV is modified in accordance herewith). The office in the jurisdiction of organization (or federal law other applicable jurisdictions, in the case of the Canadian Originator) of each Originator in which a financing statement or other applicable registrations under the PPSA are required to be filed in order to perfect the security or ownership interest granted by such Originator under the Originator Purchase Agreement is set forth in Schedule IV hereto (as modified in accordance herewith). The principal place of business and chief executive office of the U.S. Originator, the principal place of business and chief executive and registered office of the Canadian Originator and the office where each Originator keeps its records concerning the Originator Receivables are located (and have been located for the five years prior to the contrarydate of this Agreement) at the address or addresses set forth in Schedule IV hereto (as modified in accordance herewith). Neither Originator has changed its name during the five years prior to the date of this Agreement, except as set forth in Schedule IV hereto, as modified in accordance herewith. (k) The Insurance Policy has been validly issued by the Servicer shall not impose or collect a Prepayment Charge Insurer to ACI and is, on the date hereof, in any instance when the mortgage debt is accelerated as the result full force and effect. The copy of the Mortgagor's default Insurance Policy attached hereto as Annex H is true, correct and complete as of the date hereof. All statements made by ACI in making the Mortgage Loan paymentsapplication for the Insurance Policy were true, correct and complete in all material respects when made. As of the date hereof, all the premiums due on December 10, 2007 under the Insurance Policy for the policy period ended August 31, 2007 have been paid. ACI has performed all of its duties under the Insurance Policy and has timely filed all claims payable thereunder in such form as is required by the Insurer. The Insurance Policy has not been amended, supplemented or otherwise modified except as permitted by Section 6.02(a), and ACI has not waived any of its rights thereunder. The Insurer has been directed to pay all Insurance Proceeds directly into a Deposit Account that is subject to a Deposit Account Agreement or as otherwise directed by the Agent. (l) The Servicer has marked the Seller’s master data processing records evidencing the Pool Receivables, including master data processing records evidencing Pool Receivables arising out of the sale of lumber, with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to and covenants with the Depositor Issuer Trust, the Indenture Trustee, the Noteholders, and the Trustee as follows, Transferor that as of the Closing Date or as of such other date hereofspecifically provided herein: (ia) The Servicer is duly organized organized, validly existing, and is validly existing as a limited partnership in good standing under the laws of the State jurisdiction of Delaware its organization, with full power and authority to own its assets and to conduct its business as such assets are currently owned and such business is duly authorized presently conducted and qualified has all licenses necessary to transact any and all carry on its business contemplated by this Agreement to be conducted by as now being conducted; the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in has the case of a Co-op Loan) is located or is otherwise not required under applicable law power and authority to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer herewith; the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof Agreement by the other parties heretoServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Servicer; this Agreement evidences the valid, constitutes a legal, valid binding and binding enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid, binding and enforceable against upon the Servicer in accordance with its terms, except that (a) subject to the enforceability hereof may be limited by effect of bankruptcy, insolvency, moratoriumreorganization, receivership moratorium and other other, similar laws relating to or affecting creditors' rights generally and or the application of equitable principles in any proceeding, whether at law or in equity; (b) The Servicer is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the remedy ownership or lease of specific performance and injunctive and other forms its assets or the conduct of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.its business shall require such qualifications; (iiic) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and Agreement will not result in (i) the fulfillment breach of any terms or compliance with the terms hereof are in the ordinary course of business provisions of the Servicer and will not organizational documents of the Servicer, (Aii) result in a material the breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or conflict with or constitute a default under or result in a material default the acceleration of any obligation under, the terms of any material agreement, indenture, loan or credit agreement or other material agreement or instrument to which the Servicer Servicer, its members or its assets is a party or by which it may be boundsubject, or (Ciii) constitute a material the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the its members or its assets is subject; (d) The Servicer is not in breach default with respect to any order or violation decree of any material indenture court or any order, regulation or demand of any federal, state, municipal or other material agreement or instrumentgovernmental agency, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer default might have consequences that would materially and adversely affect the executioncondition (financial or otherwise) or operations of the Servicer, delivery its members or its assets or might have consequences that would materially and adversely affect its performance hereunder; (e) There are no actions or proceedings against, or investigations of, the Servicer currently pending with regard to which the Servicer has received service of process and no action or proceeding against, or investigation of, the Servicer is, to the knowledge of the Servicer, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely, would prohibit its entering into this Agreement or render the Notes invalid, (B) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or (C) if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of of, this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.Notes; (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement Agreement, or for the consummation of the transactions contemplated herebyby this Agreement, or except for such consents, approvals, authorizations and orders, if any such consentany, approval, authorization or order is required, that have been obtained prior to the Servicer has obtained the same.Closing Date; (viig) The Servicer has fully furnished is an Eligible Servicer and will fully furnish (for the period it serviced the Mortgage Loans), shall service and administer contracts and receivables in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.Accepted Servicing Procedures; (viiih) Notwithstanding any state No Officer's Certificate, statement, report or federal law to the contrary, other document prepared by the Servicer shall and furnished or to be furnished by it pursuant to this Agreement or any other Basic Document contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not impose or collect misleading; and (i) The Servicer is solvent and will not be rendered insolvent as a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagorperformance of its obligations pursuant to this Agreement; It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the Indenture Trustee's default ------------ Contract Files to the Indenture Trustee and shall inure to the benefit of the Issuer Trust, the Transferor, the Noteholders, the Indenture Trustee and the Owner Trustee. Upon discovery by any of the Transferor, the Servicer, the Indenture Trustee or the Issuer Trust of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any Trust Asset or the interests of the Noteholders therein, the party discovering such breach shall give prompt written notice (but in making no event later than two Business Days following such discovery) to the Mortgage Loan paymentsother parties.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, other parties hereto as of the date hereofClosing Date that: (ia) The Servicer is has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State jurisdiction of Delaware its organization, with full power and is duly authorized authority to own its assets and qualified conduct its business as presently being conducted. (b) The Servicer has the full power and authority to transact any execute and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of deliver this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loanhereunder, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, assuming the due authorization, execution and delivery hereof ) by the other parties hereto, Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the as enforceability hereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership and moratorium or other similar laws relating to now or hereafter in effect affecting the enforcement of creditors' ’ rights generally in general and (b) the remedy of specific performance and injunctive and other forms of equitable relief except as such enforceability may be subject to equitable defenses and to the discretion limited by general principles of the court before which any equity (whether considered in a proceeding therefor may be broughtat law or in equity). (iiid) The None of the execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementhereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business of the Servicer and this Agreement will not (A) conflict with or result in a material breach of any term or provision of the charter terms, articles of incorporation or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation any legal restriction or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is now a party or by which it may be is bound, or (C) constitute a material default or result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach or violation of any material indenture or other material agreement or instrumentsubject, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer Trust to service realize on the Mortgage Loans Loans, or to perform any impair the value of its other obligations under this Agreement in accordance with the terms hereofMortgage Loans. (vie) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, with this Agreement or as evidenced by the consummation of the transactions contemplated herebyby this Agreement, or if any required, such consent, approval, authorization or order is required, has been obtained prior to the Servicer has obtained the samerelated Closing Date. (viif) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Servicer which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement. (g) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer, who is in the business of selling and servicing loans. (h) The Servicer has fully furnished is an approved servicer of conventional residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, with the facilities, procedures, and will fully furnish (experienced personnel necessary for the period it serviced sound servicing of mortgage loans of the same type as the Mortgage Loans), in accordance with . The Servicer is a HUD approved mortgagee pursuant to Section 203 of the Fair Credit Reporting National Housing Act and its implementing regulationsis in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, accurate and complete information (e.g.no event has occurred, favorable and unfavorable) on its borrower credit files including but not limited to Equifaxa change in insurance coverage, Experian and Trans Union Credit Information Company on a monthly basiswhich would make the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac. (viiii) Notwithstanding The Servicer acknowledges and agrees that the Subservicing Fee represents reasonable compensation for performing such services and that the entire Subservicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. (j) The Servicer does not believe, nor does it have any state reason or federal law cause to believe, that it cannot perform each and every applicable covenant contained in this Agreement. The Servicer is solvent and the sale of the Mortgage Loans will not cause the Servicer to become insolvent. (k) There has been no material adverse change in the business, operations, financial condition or assets of the Servicer since the date of the Servicer’s most recent financial statements. (l) The information about the Servicer under the heading “The Servicer and the Master Servicer” in the Prospectus relating to the contraryServicer does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the Servicer shall not impose or collect a Prepayment Charge statements made, necessary in any instance when order to make the mortgage debt is accelerated as the result statements in light of the Mortgagor's default in making the Mortgage Loan paymentscircumstances under which they were made not misleading.

Representations and Warranties of the Servicer. (ai) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (iii) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (iiiii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iiiiv) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (vvi) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viiviii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viiiix) Notwithstanding any state or federal law to the contraryUnless otherwise indicated on Exhibit M, the Servicer shall has not impose by written agreement with the Mortgagor waived, altered, modified or collect a Prepayment Charge in any instance when released the mortgage debt is accelerated Mortgage or Mortgage Note during such time as the result of Servicer serviced the Mortgagor's default in making the related Mortgage Loan paymentsLoan.

Representations and Warranties of the Servicer. The Servicer hereby represents, warrants and covenants to the Depositor, the Trustee and the Owners that as of the Startup Day: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing duly formed and validly existing under the laws of the State of Delaware Delaware, is, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the each Sub-Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Propertyis, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of each state in which any such state, Property is located to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and enable it to perform any its obligations hereunder and is in good standing in each jurisdiction in which the nature of its other obligations under this Agreement in accordance with business, or the terms hereof. (ii) properties owned or leased by it make such qualification necessary. The Servicer has and each Sub-Servicer have all requisite partnership or corporate, as the corporate case may be, power and authority to service each Mortgage Loanown and operate its or their properties, to carry out its or their business as presently conducted and as proposed to execute, deliver and perform, be conducted and to enter into and consummate the transactions contemplated by discharge its or their obligations under this Agreement and has duly authorized by all necessary corporate action on the part of other Operative Documents to which the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes is a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtparty. (iiib) The execution and delivery of this Agreement and any other Operative Document to which it is a party by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, Servicer and the fulfillment of or its performance and compliance with the terms hereof are in and thereof have been duly authorized by all necessary action on the ordinary course of business part of the Servicer and will not violate the Servicer's Agreement of Limited Partnership or constitute a default (Aor an event which, with notice or lapse of time, or both, would constitute a default) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration ofunder, or result in a the breach of, any material default undercontract, the terms of any other material agreement or other instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach bound or violation of violate any material indenture statute or other material agreement or instrumentany order, or in violation of any statute, order rule or regulation of any court, regulatory body, administrative governmental agency or governmental body or other tribunal having jurisdiction over it which breach the Servicer or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementproperties. (ivc) This Agreement and the Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Servicer is an approved servicer not in default with respect to any order or decree of mortgage loans for Xxxxxx Xxx any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the other Operative Documents to which the Servicer is an approved servicer of mortgage loans for Xxxxxxx Maca party. (ve) No litigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened, threatened against the Servicer which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document or that would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement otherwise) or the ability operations of the Servicer to service or its properties or might have consequences that would materially and adversely affect the Mortgage validity or the enforceability of the Home Equity Loans or its performance hereunder and the other Operative Documents to perform any of its other obligations under this Agreement in accordance with which the terms hereofServicer is a party. (vif) No consentcertificate of an officer, approval, authorization statement furnished in writing or order of any court or governmental agency or body is required for report delivered pursuant to the execution, delivery and performance terms hereof by the Servicer ofcontains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or compliance report not misleading. (g) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible or which are attributed to the Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Servicer or omit to state a material fact required to be stated therein or necessary to make the statements contained therein with respect to the Servicer, in light of the circumstances under which they were made, not misleading. (h) The Servicing Fee is a "current (normal) servicing fee rate" as that term is used in Statement of Financial Accounting Standards No. 65 issued by the Financial Accounting Standards Board. Neither the Servicer nor any affiliate thereof will report on any financial statements any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (i) 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 (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary or advisable in connection with the execution and delivery by the Servicer withof the Operative Documents to which it is a party, this Agreement have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, 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 hereby, or if any such consent, approval, authorization or order is required, by this Agreement and the other Operative Documents on the part of the Servicer has obtained and the sameperformance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (viij) The collection practices used by the Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage servicing business and in conformity with relevant FannieMae guidelines. (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (l) No material adverse change affecting any security for the Offered Certificates has occurred prior to delivery of and payment for the Offered Certificates. (m) The Servicer has fully furnished and will fully furnish (for is not in default under any agreement involving financial obligations or on any outstanding obligation which would materially adversely impact the period it serviced financial condition or operations of the Mortgage Loans), in accordance Servicer or legal documents associated with the Fair Credit Reporting Act transaction contemplated by this Agreement. It is understood and its implementing regulations, accurate agreed that the representations and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law warranties set forth in this Section 3.02 shall survive delivery of the Home Equity Loans to the contraryTrustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.02 which materially and adversely affects the interests of the Owners or the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Servicer shall not impose cure such breach in all material respects and, upon the Servicer's continued failure to cure such breach, may thereafter be removed by the Trustee (or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as Trustee acting upon the result request of the Mortgagor's default in making Owners of a majority of the Mortgage Loan paymentsPercentage Interests of the Offered Certificates then Outstanding) pursuant to Section 8.20 hereof.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Coop Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, Loan to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx MacFNMA or FHLMC. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx MacFredxxx Xxc. (vx) No Xx litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer of mortgage loans for Xxxxxxx Fxxxxxx Mac. (v) No litigation is pending or, to the best of the besx xx xxe Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee AutoBond as follows, as of the date hereof:hereof (which representations and warranties shall be deemed repeated on each Transfer Date and on each date on which a Servicer Report is due to be delivered hereunder as though made on and as of such date): (ia) The Servicer It is a limited liability partnership duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Texas and is duly authorized and qualified to transact any do business, and all is in good standing in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by the Servicer in any state in which so qualified; it or a Mortgaged Property (Subservicer is or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is will be in compliance with the doing business laws of any such state, each state to the extent necessary to ensure perform its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance Agreement; and it or a Subservicer has obtained all necessary licenses with the terms hereof.respect to it or such Subservicer required by law to enable it to perform its duties herein; (iib) The Servicer It has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, perform this Agreement and to enter into and consummate the transactions contemplated hereby; (c) The execution and delivery by it and the performance by it or a Subservicer of this Agreement Agreement, and has the execution and delivery by it and the performance by it or a Subservicer of all other agreements, instruments and documents which may be delivered by it pursuant hereto, and the transactions contemplated hereby, (i) have been duly authorized by all necessary corporate action partnership or other action, on the part of it, (ii) do not contravene or cause it to be in default under (A) its organizational documents, (B) any contractual restriction with respect to any Debt of it or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other material agreement or instrument binding it or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to or binding it or its property, and (iii) do not result in or require the Servicer creation of any Adverse Claim upon or with respect to any of its properties; (d) This Agreement has been duly executed and delivered on behalf of it; (e) No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party is required for the due execution, delivery and performance by it (either directly or through a Subservicer) of this Agreement; and this AgreementAgreement or any other agreement, assuming the due authorization, execution and delivery hereof document or instrument to be delivered by the other parties hereto, constitutes a it hereunder; (f) This Agreement is its legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.; (iiig) The execution and delivery There is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of a material nature against or affecting it, its officers or directors, or its property, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement or any document to be delivered by it hereunder or (ii) seeking any determination or ruling that would reasonably be expected to materially and adversely affect (A) the Servicer, the servicing performance by it of the Mortgage Loans its obligations under this Agreement, or (B) the validity or enforceability of this Agreement or any document to be delivered by it hereunder or (iii) which is inconsistent with the due consummation of any other by it of the transactions contemplated by this Agreement; (h) Its facilities, plant, personnel, records and products are adequate for the fulfillment performance of its duties hereunder; (i) The Servicer is not in default with respect to any order or compliance with decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would reasonably be expected to have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or would reasonably be expected to have consequences that would materially and adversely affect its performance hereunder; (j) No certificate of an officer, statement furnished in writing, report or electronic medium delivered pursuant to the terms hereof by the Servicer contains any untrue statement of a material fact or omits to state any material fact to make the certificate, statement or report not misleading; (k) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; and (l) The Financed Vehicle securing each Receivable shall not be released by the Servicer or a Subservicer in whole or in part from the security interest granted by the Obligor, except as contemplated herein. It is understood and will not (A) result agreed that the representations and warranties set forth in this Section 2.03 shall survive the execution of this Agreement. Upon discovery by either AutoBond or the Servicer of a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default underforegoing representations and warranties, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable discovering such breach shall give proper written notice to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementparties hereto. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, Loan to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Mae or Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents is a corporation duly incorporated and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership in good standing existence under the laws of the State of Delaware Indiana, and is duly authorized and qualified to transact any do business, and all is in good standing, as a foreign corporation in every jurisdiction where the nature of its business contemplated by this Agreement requires it to be conducted so qualified except where the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in of the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and the other Transaction Documents to perform any of its other obligations under this Agreement in accordance with which it is a party, (i) are within the terms hereof. Servicer's corporate powers, (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer's charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any contractual restriction binding on or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties, where, in the cases of items (2), (3) and (4), such contravention, default or conflict has had or could reasonably be expected to have a Material Adverse Effect. The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Servicer of the Agreement or any other parties hereto, Transaction Document to which it is a party. (d) Each of the Agreement and the other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the as enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and reorganization or other similar laws relating to affecting the enforcement of creditors' rights generally and (b) the remedy by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law. (iiie) There is no pending or threatened action or proceeding affecting the Servicer before any Governmental Authority or arbitrator which could have a Material Adverse Effect. (f) The execution Servicer has complied in all material respects with the Credit and delivery Collection Policy with regard to each Receivable. (g) the Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of this Agreement or with any Governmental Authority or arbitrator, that, could reasonably be expected to have a Material Adverse Effect. (h) Each Servicer Report, Portfolio Certificate, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the ServicerSeller to the Agent, the servicing Insurer or any Purchaser Agent in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Insurer and any such Purchaser Agent at such time) as of the Mortgage Loans under this Agreementdate so furnished, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the consummation of any other statements contained therein, in the light of the transactions contemplated by this Agreementcircumstances under which they were made, not misleading. (i) The principal place of business and the fulfillment of or compliance with the chief executive office (as such terms hereof are used in the ordinary course of business UCC) of the Servicer and will not (Athe office(s) result in a material breach of any term or provision of the charter or by-laws of where the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, keeps its records concerning the terms of any other material agreement or instrument Receivables are located at the address set forth under its signature to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (ivj) The Servicer is an approved servicer not in violation of mortgage loans for Xxxxxx Xxx and is an approved servicer any order of mortgage loans for Xxxxxxx Macany court, arbitrator or Governmental Authority. (vk) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against Neither the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability nor any Affiliate of the Servicer to service has any direct or indirect ownership or other financial interest in any Purchaser, the Mortgage Loans Insurer, the Agent or to perform any of its other obligations under this Agreement in accordance with the terms hereofPurchaser Agent. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (viil) The Servicer has fully furnished and will fully furnish (for is not an "investment company" within the period it serviced meaning of the Mortgage Loans)Investment Company Act of 1940, as amended. EXHIBIT IV COVENANTS COVENANTS OF THE SELLER AND THE SERVICER. Until the latest of the Termination Date, the date on which no Investment of or Discount in accordance with respect of any Participation shall be outstanding or the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law date all other amounts owed by the Seller under the Agreement to the contraryPurchasers, the Servicer Insurer, the Purchaser Agents, the Agent and any other Indemnified Party or Affected Person shall not impose or collect a Prepayment Charge be paid in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.full:

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor Issuer, the Trustee and the Trustee Noteholders, as follows, as of the date hereof:hereof (which representations and warranties shall be deemed repeated on each date on which a Servicer Report is due to be delivered hereunder as though made on and as of such date): (ia) The Servicer It is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Texas and is duly authorized and qualified to transact any do business, and all is in good standing in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted by the Servicer in any state in which so qualified; it or a Mortgaged Property (Subservicer is or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is will be in compliance with the doing business laws of any such state, each state to the extent necessary to ensure perform its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance Agreement; and it or a Subservicer has obtained all necessary licenses with the terms hereof.respect to it or such Subservicer required by law to enable it to perform its duties herein; (iib) The Servicer It has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, perform this Agreement and to enter into and consummate the transactions contemplated hereby; (c) The execution and delivery by it and the performance by it or a Subservicer of this Agreement Agreement, and has the execution and delivery by it and the performance by it or a Subservicer of all other agreements, instruments and documents which may be delivered by it pursuant hereto, and the transactions contemplated hereby, (i) have been duly authorized by all necessary corporate action on the part of it, (ii) do not contravene or cause it to be in default under (A) its organizational documents, (B) any contractual restriction, with respect to any Debt of it, or otherwise, or contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other material agreement or instrument binding it or its property or (C) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to or binding it or its property, and (iii) do not result in or require the Servicer creation of any Adverse Claim upon or with respect to any of its properties; (d) This Agreement has been duly executed and delivered on behalf of it; (e) No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party is required for the due execution, delivery and performance by it (either directly or through a Subservicer) of this Agreement; and this AgreementAgreement or any other agreement, assuming the due authorizationdocument or instrument to be delivered by it hereunder, execution and delivery hereof by the other parties heretoor if required, constitutes has been obtained; (f) This Agreement is a legal, valid and binding obligation of the Servicerobligation, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.; (iiig) The execution and delivery There is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of a material nature against or affecting it, its officers or directors, or its property, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement or any document to be delivered by it hereunder or (ii) seeking any determination or ruling that would reasonably be expected to materially and adversely affect (A) the Servicer, the servicing performance by it of the Mortgage Loans its obligations under this Agreement, or (B) the validity or enforceability of this Agreement or any document to be delivered by it hereunder or (iii) which is inconsistent with the due consummation of any other by it of the transactions contemplated by this Agreement; (h) Its facilities, plant, personnel, records and products are adequate for the fulfillment performance of its duties hereunder; (i) The Servicer is not in default with respect to any order or compliance with decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which would reasonably be expected to have consequences that would materially and adversely affect the terms hereof condition (financial or otherwise) or operations of the Servicer or its properties or would reasonably be expected to have consequences that would materially and adversely affect its performance hereunder; (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (k) The Financed Vehicle securing each Receivable shall not be released by the Servicer or a Subservicer in whole or in part from the security interest granted by the Obligor, except as contemplated herein; (l) Each certificate and each statement furnished in writing, report or electronic medium delivered pursuant to the terms hereof or under the Indenture by the Servicer is accurate and complete in all material respects with respect to the information purported to be set forth therein; and (m) The practices used by the Servicer to monitor collections with respect to the Receivables and repossess and dispose of the Financed Vehicles related to the Receivables have been, and will not be, in all material respects, legal, proper and in conformity with the requirements of all applicable federal and state laws, rules and regulations, VSI Policy procedures (Aif applicable) result and as set forth with respect to the Servicer in the AutoBond Program Manual. It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive the execution of this Agreement. Upon discovery by either the Noteholders, the Issuer, the Trustee or the Servicer of a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default underforegoing representations and warranties, the terms party discovering such breach shall give proper written notice to the other parties hereto and the Noteholders; provided, that the Trustee shall have no duty or responsibility to inquire, investigate, determine or obtain actual knowledge of facts or events constituting a breach of any other material agreement such representations or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementwarranties. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized national banking association and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware United States and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, Loan to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of conventional mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx MacFNMA or FHLMC. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved seller of seasoned mortgage loans and servicer of all types of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved seller of seasoned mortgage loans and servicer of all types of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized corporation and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the full corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved seller/servicer of conventional mortgage loans for Xxxxxx Xxx Fannie Mae or Freddie Mac and is an a HUD approved servicer mortgagee puxxxxxx xx Sectxxx 000 of mortgage loans for Xxxxxxx Macthe National Housing Act. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge prepayment penalty in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents represents, warrants and warrants covenants to the Depositor and the Trustee as followsOwner, as of the date hereofof this Agreement and as of each Closing Date or as of such other date specified below, that: (i) The Servicer (a) is a corporation, duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State of Delaware Delaware, (b) has all licenses necessary to carry on its business as now being conducted, (c) has all material licenses and is duly authorized qualified and qualified to transact any and all business contemplated by this Agreement to be conducted by in good standing under the Servicer in any laws of each state in which where a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not to the extent required under applicable law Applicable Law to effect such qualification andqualification, in any event, and (d) is in compliance with the doing business laws of any each such state, state to the extent necessary to ensure its ability to enforce permit the enforcement of Owner's rights (either directly or through a Subservicer) under each Mortgage Loan, Loan and to service permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereofAgreement. (ii) The Servicer has the corporate full power and authority to hold each Mortgage Loan, to service each Mortgage Loan, to execute and to execute, deliver and performthis Agreement, and to enter into and consummate the all transactions contemplated by this Agreement and Agreement. The Servicer has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by Owner and the other parties heretoenforceability against Owner, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) as the enforceability hereof thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, receivership and reorganization or other similar laws relating to creditors' affecting the rights of creditors generally and (b) the remedy or by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforcement is sought in a proceeding therefor may be broughtin equity or at law. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are Agreement is in the ordinary course of the Servicer's business of the Servicer and will not (A) conflict with or result in a material breach of any term or provision of the charter terms, conditions or provisions of the Servicer's certificate of incorporation or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation any legal restriction or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a now party or by which it may be is bound, or (C) constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer its property is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreementsubject. (iv) The Servicer is an approved seller/servicer of mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac in good standing and is an a mortgagee approved servicer by the Secretary of mortgage loans for Housing and Urban Development pursuant to Section 203 of the National Housing Act. No event has occurred that would render the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or that would require notification to either Xxxxxx Mae or Xxxxxxx Mac. (v) No litigation The Servicer has no reason or cause to believe that it cannot perform each covenant contained in this Agreement. (vi) There is no action, suit, proceeding or investigation pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that that, in the Servicer's judgment, if determined adversely to the Servicer, would materially and adversely affect the execution, delivery validity or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement hereunder in accordance with the terms hereof. (vivii) No consent, approval, authorization or order of any court or governmental agency or body Governmental Authority is required for the execution, execution and delivery and of this Agreement by the Servicer or for the performance by the Servicer ofof its obligations hereunder, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if other than any such consent, approval, authorization or order as has been obtained prior to the Closing Date. The Servicer shall indemnify Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Servicer's representations and warranties contained in this Section 3.01. It is required, understood and agreed that the obligations of the Servicer has obtained set forth in this Section 3.01 to indemnify Owner as provided above constitute the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on sole remedies of Owner respecting a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result breach of the Mortgagor's default in making the Mortgage Loan paymentsforegoing representations and warranties.

Representations and Warranties of the Servicer. (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is a duly organized formed limited partnership and is validly existing as a limited partnership and in good standing under the laws of the State state of Delaware its formation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof. (ii) The Servicer has the corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx Fannie Mae and is an approved servicer seller of seasoned mortgage loaxx xxx xxxvicer of all types of mortgage loans for Xxxxxxx Freddie Mac. (v) No litigation is pending or, to the xx xxx best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same. (vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis. (viii) Notwithstanding any state or federal law to the contrary, the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the Mortgage Loan payments.

Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as followsis a corporation duly incorporated, as of the date hereof: (i) The Servicer is duly organized and is validly existing as a limited partnership and in good standing under the laws of the State of Delaware jurisdiction named at the beginning hereof and is duly authorized and qualified to transact any do business, and all is in good standing, in every jurisdiction in which the nature of its business contemplated by this Agreement requires it to be conducted so qualified and the failure to do so could reasonably be expected to have a material adverse effect on the Servicer's ability to perform its obligations hereunder or the ability to collect the Purchased Receivables hereunder. (b) The execution, delivery and performance by the Servicer in any state in which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and all other Transaction Documents to perform any of its other obligations under this Agreement in accordance with be entered into by it are within the terms hereof. (ii) The Servicer has the Servicer's corporate power and authority to service each Mortgage Loanpowers, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has have been duly authorized by all necessary corporate action action, do not contravene (i) the Servicer's charter or by-laws, (ii) any law, rule or regulation applicable to the Servicer, (iii) any contractual restriction binding on the part of or affecting the Servicer or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement and each other Transaction Document to be entered into by the Servicer have each been duly executed and delivered by the Servicer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement; Agreement or any other Transaction Document to be entered into by it. (d) This Agreement and this Agreement, assuming the due authorization, execution and delivery hereof each other Transaction Document to be entered into by the other parties hereto, constitutes a Servicer constitute the legal, valid and binding obligation of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership their respective terms subject to bankruptcy and other similar laws relating to creditors' rights affecting creditors generally and (b) the remedy principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. (iiii) The execution and delivery of this Agreement by Servicer has furnished to the Servicer, the servicing Deal Agent (A) copies of the Mortgage Loans under this Agreementaudited consolidated balance sheets of Servicer and its consolidated subsidiaries as at December 31, the consummation of any other of the transactions contemplated by this Agreement1997, and the fulfillment related audited consolidated statements of or compliance income, shareholders' equity and cash flows for the fiscal year of Servicer and its consolidated subsidiaries then ended reported on by December 31, 1997, which financial statements present fairly in all material respects in accordance with GAAP the terms hereof are financial position of Servicer and its consolidated subsidiaries as at December 31, 1997, and the results of operations of Servicer and its consolidated subsidiaries for the fiscal year of Servicer then ended, and (B) copies of the unaudited consolidated balance sheets of Servicer and its consolidated subsidiaries as at September 30, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of Servicer and its consolidated subsidiaries as at September 30, 1998, and the results of operations of Servicer and its consolidated subsidiaries for the three-month period then ended; and (ii) since September 30, 1998, (A) no material adverse change has occurred in the ordinary course business, assets, liabilities, financial condition, results of operations or business prospects of Servicer and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a material adverse effect on the ability of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this AgreementAgreement or the ability to collect the Purchased Receivables hereunder. (ivf) The There is no pending or threatened action or proceeding affecting the Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending orbefore any court, governmental agency or arbitrator that could reasonably be expected to have a material adverse effect on the best financial condition of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement or the ability to collect the Purchased Receivables hereunder. The Servicer is not in accordance default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the terms hereofbusiness or operations of the Servicer. (vig) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance Monthly Asset Report (if prepared by the Servicer ofor any Affiliate thereof, or compliance to the extent that information contained therein is supplied by the Servicer withor such Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by the Servicer to the Deal Agent or the Purchaser in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Deal Agent or the consummation Purchaser, as the case may be, at such time) as of the transactions contemplated herebydate so furnished, and no such document contains or if will contain any such consent, approval, authorization material misstatement of fact or order is required, omits or shall omit to state a material fact or any fact necessary to make the Servicer has obtained the samestatements contained therein not misleading. (viih) The Servicer has fully furnished filed or caused to be filed all Federal, state and will fully furnish (for local tax returns which are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any taxes or assessments, the period it serviced validity of which are being contested in good faith by appropriate proceedings and with respect to which the Mortgage Loans), Servicer has set aside adequate reserves on its books in accordance with the Fair Credit Reporting Act GAAP and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files which proceedings have not given rise to Equifax, Experian and Trans Union Credit Information Company on a monthly basisany Adverse Claim. (viiii) Notwithstanding The principal place of business and chief executive office of the Servicer and the office where the Servicer keeps all the Records are located at the address of the Servicer referred to in SECTION 10.02 hereof or, in any state or federal law case, upon thirty (30) days' prior notice to the contraryDeal Agent, at another location within the Servicer shall not impose or collect a Prepayment Charge in any instance when the mortgage debt is accelerated as the result United States. (j) The copy of the Mortgagor's default in making the Mortgage Loan paymentsCredit and Collection Policy attached hereto as SCHEDULE II is a true and complete copy thereof.

Representations and Warranties of the Servicer. The Servicer represents, warrants and covenants to the Borrowers that as of the Effective Date or as of such date specifically provided herein: (a) The Servicer hereby represents and warrants to the Depositor and the Trustee as follows, as of the date hereof: (i) The Servicer is duly organized and is a validly existing as a limited partnership corporation in good standing under the laws of the State state of Delaware its organization and is duly authorized and qualified to transact any business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business contemplated by this Agreement to be conducted by the Servicer in any in, each state in which a any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located or is otherwise exempt or not required under applicable law to effect such qualification andor license and no demand for such qualification or license has been made upon the Servicer by any such state, and in any event, event the Servicer is in compliance with the doing business laws of any each such state, State to the extent necessary to ensure its ability to enforce the enforceability of each Mortgage Loan, to service Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.Agreement; (iib) The Subject to entry of the Interim Order (and, when applicable, the Final Order), the Servicer has the corporate full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; , has duly executed and delivered this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership terms subject to bankruptcy laws and other similar laws relating of general application affecting rights of creditors and subject to creditors' rights generally and (b) the remedy application of the rules of equity, including those respecting the availability of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion performance; (c) None of the court before which any proceeding therefor may be brought. (iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreementthereby and hereby, and or the fulfillment of or compliance with the terms hereof are in the ordinary course and conditions of business this Agreement will conflict with any of the Servicer and will not (A) terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a material breach of any term or provision of the charter terms, conditions or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms provisions of any other material legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may is bound (other than conflicts and breaches the enforcement of which will be boundstayed by virtue of the filing of the Chapter 11 Cases), or (C) constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any statutelaw, order rule, regulation, order, judgment or regulation applicable decree to which the Servicer or its property is subject; (d) Except as disclosed in the Securities Exchange Act of 1934 reports of ABFS and other than the Chapter 11 Cases, there is no litigation pending or threatened with respect to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer which is not in breach or violation of any reasonably likely to have a material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer's ability to perform or meet any of its obligations under this Agreement. (iv) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and is an approved servicer of mortgage loans for Xxxxxxx Mac. (v) No litigation is pending or, to the best of the Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect adverse effect on the execution, delivery or enforceability of this Agreement Agreement, or which is reasonably likely to have a material adverse effect on the ability financial condition of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.Servicer; (vie) No Subject to entry of the Interim Order (and, when applicable, the Final Order), no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, of or compliance by the Servicer with, with this Agreement or the consummation of the transactions contemplated herebyby this Agreement except for consents, approvals, authorizations and orders which have been obtained; (f) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (g) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and Mortgage have been in all material respects legal, proper and prudent in the mortgage servicing business. With respect to escrow deposits and payments that the Servicer collects, all such payments are in the possession of, or if any such consent, approval, authorization or order is requiredunder the control of, the Servicer has obtained Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the same.Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note; (viih) The Servicer does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement; (i) No statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading; (j) No fraud or misrepresentation or omission of a material fact with respect to the servicing of a Mortgage Loan has fully furnished and will fully furnish taken place on the part of the Servicer; (for k) At the period it serviced time Servicer commenced servicing the Mortgage Loans), either (i) each Mortgagor was properly notified with respect to Servicer's servicing of the related Mortgage Loan in accordance with the Fair Credit Reporting Xxxxxxxx Xxxxxxxx National Affordable Housing Act of 1990, as the same may be amended from time to time, and the regulations provided in accordance with the Real Estate Settlement Procedures Act or (ii) such notification was not required; and (l) At the time Servicer commenced servicing the Mortgage Loans, all applicable taxing authorities and insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents were notified of the transfer of the servicing of the Mortgage Loans to Servicer, or its implementing regulationsdesignee, accurate and complete information Servicer currently receives all related notices, tax bills and insurance statements (e.g.either directly or indirectly through third party tax services). Additionally, favorable any and unfavorable) on its borrower credit files to Equifaxall costs, Experian fees and Trans Union Credit Information Company on a monthly basisexpenses associated with the Servicer's commencement of the servicing of the Mortgage Loans, including the costs of any insurer notifications, the transfer or implementation of tax service contracts, flood certification contracts, and any and all other servicing transfer-related costs and expenses have been paid for by the Servicer and will, in no event, be the responsibility of the Borrowers. (viiim) Notwithstanding To the extent any state or federal law to the contraryMERS Designated Mortgage Loan is serviced under this Agreement, the Servicer shall not impose or collect will be a Prepayment Charge member of MERS in any instance when good standing and will comply in all material respects with the mortgage debt is accelerated as MERS Procedures Manual in connection with the result servicing of the Mortgagor's default in making the MERS Designated Mortgage Loan paymentsLoans.