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

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.

Representations and Warranties of the Servicer. (a) The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the TrusteeTrustee as follows, as of the Closing Datedate hereof: (i) The Servicer is duly organized and is validly existing as a national banking association duly organized, validly existing, and corporation in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted Delaware and is licensed, duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in good standing any state in each of the states where which a Mortgaged Property is located if 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 require licensing or qualification state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in order to conduct business accordance with the terms of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance herewith; 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 (including all instruments of transfer to be delivered pursuant to Agreement; and this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, evidences the validconstitutes a legal, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. , except that (iia) No consentthe enforceability hereof may be limited by bankruptcy, approvalinsolvency, authorization or order is required for moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing Date, discretion of the court before which any proceeding therefor may be obtainedbrought. (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 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 the a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in the breach of any term a material breach, violation or provision acceleration of, or conflict with or constitute a default under or result in a material default under, the acceleration terms of any obligation under, any agreement, indenture or loan or credit other material agreement or other instrument to which the Servicer is a party or its property is subjectby which it may be bound, or result in the (C) constitute a material violation of any lawstatute, rule, regulation, order, judgment order or decree regulation applicable to which 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 property is subjectobligations under this Agreement. (iv) There The Servicer is no action, suit, proceeding or investigation an approved servicer of mortgage loans for Xxxxxx Xxx. (v) No litigation is pending or, to the best knowledge of the Servicer's knowledge, threatened threatened, against the Servicer whichthat would materially and adversely affect the execution, either individually delivery or in the aggregate, would 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 enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair 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. The representations and warranties made pursuant to this Section 2.03 shall survive delivery Agreement or the consummation of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by transactions contemplated hereby, or if any of the Depositorsuch consent, approval, authorization or order is required, the Servicer or has obtained the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiessame.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.

Representations and Warranties of the Servicer. (a) The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the TrusteeTrustee as follows, as of the Closing Datedate hereof: (i) The Servicer is duly organized and is validly existing as a national banking association duly organized, validly existing, and corporation in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted Nevada and is licensed, duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in good standing any state in each of the states where which a Mortgaged Property is located if 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 require licensing or qualification state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in order to conduct business accordance with the terms of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance herewith; 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 (including all instruments of transfer to be delivered pursuant to Agreement; and this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, evidences the validconstitutes a legal, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. , except that (iia) No consentthe enforceability hereof may be limited by bankruptcy, approvalinsolvency, authorization or order is required for moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing Date, discretion of the court before which any proceeding therefor may be obtainedbrought. (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 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 the a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in the breach of any term a material breach, violation or provision acceleration of, or conflict with or constitute a default under or result in a material default under, the acceleration terms of any obligation under, any agreement, indenture or loan or credit other material agreement or other instrument to which the Servicer is a party or its property is subjectby which it may be bound, or result in the (C) constitute a material violation of any lawstatute, rule, regulation, order, judgment order or decree regulation applicable to which 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 property is subjectobligations under this Agreement. (iv) There The Servicer is no action, suit, proceeding or investigation 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 knowledge of the Servicer's knowledge, threatened threatened, against the Servicer whichthat would materially and adversely affect the execution, either individually delivery or in the aggregate, would 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 enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair 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. The representations and warranties made pursuant to this Section 2.03 shall survive delivery Agreement or the consummation of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by transactions contemplated hereby, or if any of the Depositorsuch consent, approval, authorization or order is required, the Servicer or has obtained the Trustee of 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 breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesmonthly basis.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the TrusteeTrustee as follows, as of the Closing Date:date hereof (i) The Servicer is a national banking association duly organized, formed corporation and is validly existing, existing and in good standing under the federal laws of the United States state of America and has all licenses necessary to carry on its business as now being conducted formation and is licensed, duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in good standing any state in each of the states where which a Mortgaged Property is located if 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 require licensing or qualification state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in order to conduct business accordance with the terms of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance herewith; with the terms hereof. (ii) The Servicer has the 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 (including all instruments of transfer to be delivered pursuant to Agreement; and this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, evidences the validconstitutes a legal, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. , except that (iia) No consentthe enforceability hereof may be limited by bankruptcy, approvalinsolvency, authorization or order is required for moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing Date, discretion of the court before which any proceeding therefor may be obtainedbrought. (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 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 the a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in the breach of any term a material breach, violation or provision acceleration of, or conflict with or constitute a default under or result in a material default under, the acceleration terms of any obligation under, any agreement, indenture or loan or credit other material agreement or other instrument to which the Servicer is a party or its property is subjectby which it may be bound, or result in the (C) constitute a material violation of any lawstatute, rule, regulation, order, judgment order or decree regulation applicable to which 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 property is subjectobligations under this Agreement. (iv) There The Servicer is no action, suit, proceeding or investigation 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 knowledge of the Servicer's knowledge, threatened threatened, against the Servicer whichthat would materially and adversely affect the execution, either individually delivery or in the aggregate, would 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 enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair 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. The representations and warranties made pursuant to this Section 2.03 shall survive delivery Agreement or the consummation of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by transactions contemplated hereby, or if any of the Depositorsuch consent, approval, authorization or order is required, the Servicer or has obtained the Trustee of 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 breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesmonthly basis.

Representations and Warranties of the Servicer. The Servicer hereby makes warrants and represents to and covenants with, the following representations and warranties to Assignor, the Depositor Assignee and the Trustee, Trust as of the Closing Datedate hereof that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. formation; (b) The Servicer has full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and has full power and authority to perform in accordance herewith; its obligations under this Agreement and the execution, delivery and performance Servicing Agreement. The execution by the Servicer of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of the Servicer's business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with, or result in the a breach of any term or provision of, any of the terms, conditions or conflict with provisions of the Servicer's charter or constitute a default under bylaws or result in the acceleration of any obligation underlegal restriction, or any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.. The execution, delivery and performance by the Servicer of this Agreement have been duly authorized by all necessary corporate action on part of the Servicer. This Agreement has been duly executed and delivered by the Servicer, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (ivc) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Servicer in connection with the execution, delivery or performance by the Servicer of this Agreement or the consummation by it of the transaction contemplated hereby; (d) The Servicer shall establish a Custodial Account and an Escrow Account under the Servicing Agreement in favor of the Trust with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of the Assignor; (e) There is no action, suit, proceeding or investigation pending or, to the best knowledge of or threatened against the Servicer, threatened against the Servicer whichbefore any court, either individually administrative agency or in the aggregateother tribunal, would 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 taken in connection with the obligations of the Servicer contemplated hereinServicing Agreement, or which would materially impair which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Servicer to perform its obligations under this Agreement or the terms Servicing Agreement, and the Servicer is solvent; (f) The Servicer has serviced the Mortgage Loans in accordance with the Servicing Agreement and has provided accurate "paid through" data (assuming the correctness of this Agreement. The representations and warranties made pursuant all "paid through" data provided by the Assignor to this Section 2.03 shall survive delivery the Servicer at the time the Servicer began servicing the Mortgage Loans) with respect to the Mortgage Loans to the Assignor; (g) Except as reflected in the "paid through" data delivered to the Assignor (assuming the correctness of all "paid through" data provided by the Assignor to the Servicer at the time the Servicer began servicing the Mortgage Loans), there is no payment default existing under any Mortgage or any Mortgage Note as of the respective Securitization Closing Date; and (h) To the Servicer's knowledge, there is no non-payment default existing under any Mortgage Files or Mortgage Note, or any event which, with the passage of time or with notice and the termination of any grace or cure period, would constitute a non-payment default, breach, violation or event which would permit acceleration as of the Securitization Closing Date. Pursuant to Section 13.13 of the Trustee Servicing Agreement, the Servicer hereby represents and warrants, for the benefit of the Certificateholders. Upon discovery by any of the DepositorAssignor, the Servicer or Assignee and the Trustee of a breach of any of Trust, that the representations or and warranties set forth in this Section 2.03, Article X of the party discovering Servicing Agreement are true and correct as of the date hereof as if such breach shall give prompt written notice to representations and warranties were made on the other partiesdate hereof.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the TrusteeTrustee as follows, as of the Closing Datedate hereof: (i) The Servicer is a national banking association duly organized, organized corporation and is validly existing, existing and in good standing under the federal laws of the United States state of America and has all licenses necessary to carry on its business as now being conducted incorporation and is licensed, duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in good standing any state in each of the states where which a Mortgaged Property is located if 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 require licensing or qualification state, to the extent necessary to ensure its ability to enforce each Mortgage Loan to service the Mortgage Loans in order to conduct business accordance with the terms of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform any of its other obligations under this Agreement in accordance herewith; 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 (including all instruments of transfer to be delivered pursuant to Agreement; and this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, evidences the validconstitutes a legal, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. , except that (iia) No consentthe enforceability hereof may be limited by bankruptcy, approvalinsolvency, authorization or order is required for moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing Date, discretion of the court before which any proceeding therefor may be obtainedbrought. (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 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 the a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in the breach of any term a material breach, violation or provision acceleration of, or conflict with or constitute a default under or result in a material default under, the acceleration terms of any obligation under, any agreement, indenture or loan or credit other material agreement or other instrument to which the Servicer is a party or its property is subjectby which it may be bound, or result in the (C) constitute a material violation of any lawstatute, rule, regulation, order, judgment order or decree regulation applicable to which 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 property is subjectobligations under this Agreement. (iv) There The Servicer is no action, suit, proceeding an approved servicer of conventional mortgage loans for FNMA or investigation FHLMC. (v) No litigation is pending or, to the best knowledge of the Servicer's knowledge, threatened threatened, against the Servicer whichthat would materially and adversely affect the execution, either individually delivery or in the aggregate, would 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 enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair 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. The representations and warranties made pursuant to this Section 2.03 shall survive delivery Agreement or the consummation of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by transactions contemplated hereby, or if any of the Depositorsuch consent, approval, authorization or order is required, the Servicer or has obtained the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiessame.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Owner as of each Closing Date with respect to itself and the Trustee, as of the related Closing DateDate with respect to the Mortgage Loans purchased on such Closing Date pursuant to the Purchase Agreement as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Datedate of this Agreement, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, subject or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer which, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder or thereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, which would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer will comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the each Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the each Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer’s knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer’s judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS® System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Collateral Agent and the Trustee, each Secured Party as follows as of the Restatement Effective Date and each Series Closing Date: (ia) The Servicer is a national banking association This Agreement has been duly organizedauthorized, validly existing, executed and in good standing under the federal laws delivered on behalf of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreementand, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, is a valid and legally binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its termsterms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (iib) No consentThe execution, approval, authorization or order is required for delivery and performance by the transactions contemplated by Servicer of this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations terms or warranties set forth provisions of, or constitute a default under, or result in this Section 2.03the creation or imposition of any Lien, charge or encumbrance upon any of the party discovering such breach shall give prompt written notice property or assets of the Servicer pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other partiessimilar agreement or instrument under which the Servicer is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to result in a Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Material Adverse Effect) or of the provisions of the Certificate of Incorporation or the By-Laws of the Servicer. (c) There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over the Servicer which is required for the execution, delivery and performance of this Agreement (except to the extent that the failure to obtain such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Material Adverse Effect).

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on the Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Facility Limit Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Facility Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all material tax returns (including, without limitation, all foreign, federal, state and local income tax returns) required to be taken filed, is not liable for taxes payable by any other Person (other than any Person within the Servicer’s consolidated group or similar group) and has paid or made adequate provisions for the payment of all material taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at One Commerce Square, the Servicer or the Trustee of a breach of any of the representations or warranties 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Facility Limit Certificate, no Monthly Remittance Report or Facility Limit Certificate (each if prepared by the Servicer or to the 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 Lenders in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lenders was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Warehouse Facility, no Pledged Receivable constitutes (for purposes of the Warehouse Facility) either an “Eligible Pool A Receivable” or an “Eligible Pool B Receivable”, in each case as defined under the Warehouse Facility.

Representations and Warranties of the Servicer. The AND ANY CO-SERVICER (i) Barclays Bank PLC, as initial Servicer hereby makes makes, (ii) any Co-Servicer, by its appointment pursuant to the relevant Accession Notice, shall be deemed to make, and (iii) any Successor Servicer by its appointment hereunder shall make, (in the case of (ii) and (iii) with appropriate modifications to Clause 2.3 to reflect the Co-Servicer's or Successor Servicer's organisation), the following representations and warranties on which the Beneficiaries have relied in appointing Barclays Bank PLC as the initial Servicer and, whenever appropriate, any Co-Servicer or Successor Servicer. (a) ORGANISATION It is a corporation duly incorporated under the laws of England with full corporate power, authority and legal right to own its assets and conduct its business as such assets are presently owned and its business as presently conducted and with power to enter into the Depositor Relevant Documents to which it is a party and the Trusteeto exercise its rights and perform its obligations thereunder and all corporate and other action required to authorise its execution of each such Relevant Document and its performance of its obligations thereunder has been duly taken. (b) DUE AUTHORIZATION All acts, as of the Closing Date: conditions and things required to be done, fulfilled and performed in order (i) The Servicer to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each Relevant Document to which it is a national banking association duly organizedparty, validly existing(ii) to ensure that the obligations expressed to be assumed by it in each such Relevant Document are legal, valid and binding on it and (iii) to make each such Relevant Document and each such assignment admissible in good standing under evidence in England have been done, fulfilled and performed save for the federal laws payment of stamp duty in the United States Kingdom in respect of America any such assignment under any applicable law. (c) NO VIOLATION The execution and has all licenses necessary delivery of each Relevant Document to carry on its business as now being conducted and which it is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) party by the Servicer and, if applicable, any Co-Servicer and the consummation exercise of its rights and the transactions contemplated hereby have been duly performance of its obligations thereunder will not conflict with or violate any Requirement of Law. (d) BINDING OBLIGATION The obligations expressly to be assumed by it in each Relevant Document to which it is party are legal and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, valid obligations binding on it and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer against it in accordance with its terms, subject to applicable bankruptcy laws, other similar laws affecting creditors' rights, general equitable principles and other limitations on enforcement in the jurisdiction of an Obligor. (iie) No consent, approval, authorization NO PROCEEDINGS There are no proceedings or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation investigations pending or, to the best of its knowledge threatened against it before any court, regulatory body, arbitral tribunal or public or administrative body or agency (i) asserting the invalidity of any Relevant Document to which it is party; (ii) seeking to prevent the entering into of any of the transactions contemplated by any Relevant Document; (iii) seeking any determination or ruling that, in the reasonable opinion of the Servicer, threatened against would materially and adversely affect the performance by it of its obligations under any Relevant Document to which it is party; or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of any Relevant Document to which it is party. (f) NO CONFLICT The execution and delivery of each Relevant Document to which it is party and the exercise by the Servicer whichand any Co-Servicer of its rights and the performance of its obligations thereunder will not conflict with, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets breach of the Servicermaterial terms and provisions of, or in constitute (with or without notice or lapse of time or both) a default under, any material impairment of the right agreement, indenture, contract, mortgage, trust deed or ability of the Servicer other instrument to carry on its business substantially as now conducted which it is a party or by which would draw into question the validity of this Agreement it or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesits assets is otherwise bound.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor and the TrusteeOwner that, as of the related Closing Date: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted jurisdiction in which it is organized and is licensed, qualified and licensed to transact business in and is in good standing in under the laws of each of the states state where a each Mortgaged Property is located if to the laws extent necessary to ensure the enforceability of such state require licensing or qualification in order to conduct business each Mortgage Loan and the servicing of the type conducted by Mortgage Loan in accordance with the Servicerterms of this Agreement. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.term; (iib) No consent, approval, authorization or order is required for The Servicer has the full power and authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior and (ii) to the Closing Date, be obtained.service each Mortgage Loan; (iiic) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in the a breach of any term or provision of the charter terms, conditions or by-laws provisions of the Servicer Servicer's charter or result in the a material breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ive) There The Servicer is an approved servicer for Fannie Mae and Freddie Mac in good standing. No event has occurred, incxxxxxx x xhange xx xxxurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements; (f) Thxxx xx no actionactixx, suitxxxt, proceeding proceeding, investigation or investigation litigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthreatened, which either individually in any one instance or in the aggregate, if determined adversely to the Servicer would result materially and adversely affect the Servicer's ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or the Servicer's ability to perform its obligations under this Agreement; (g) No consent, approval, authorization or order of any material adverse change in court or governmental agency or body is required for the businessexecution, operations, financial condition, properties or assets of delivery and performance by the Servicer, of or in any material impairment of the right or ability of compliance by the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (i) 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; (j) The Servicer is a member of any action taken or to be taken MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the obligations servicing of the Mortgage Loans registered with MERS; (k) The Servicer contemplated hereinhas serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner's inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), 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, or which would materially impair the ability any their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to perform under be prepared and furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Section 2.03 shall survive delivery Agreement in connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesstatements contained therein not misleading.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor Depositor, the Securities Administrator and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee Trustee, or to the Custodian on the Trustee's behalf, for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer Servicer, the Securities Administrator or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.

Representations and Warranties of the Servicer. The Servicer hereby makes warrants and represents to and covenants with, the following representations and warranties to Assignor, the Depositor Assignee and the Trustee, Trust as of the Closing Datedate hereof that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. formation; (b) The Servicer has full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and has full power and authority to perform in accordance herewith; its obligations under this Agreement and the execution, delivery and performance Servicing Agreement. The execution by the Servicer of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of the Servicer's business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with, or result in the a breach of any term or provision of, any of the terms, conditions or conflict with provisions of the Servicer's charter or constitute a default under bylaws or result in the acceleration of any obligation underlegal restriction, or any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.. The execution, delivery and performance by the Servicer of this Agreement have been duly authorized by all necessary corporate action on part of the Servicer. This Agreement has been duly executed and delivered by the Servicer, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (ivc) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Servicer in connection with the execution, delivery or performance by the Servicer of this Agreement or the consummation by it of the transaction contemplated hereby; (d) There is no action, suit, proceeding or investigation pending or, to the best knowledge of or threatened against the Servicer, threatened against the Servicer whichbefore any court, either individually administrative agency or in the aggregateother tribunal, would 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 taken in connection with the obligations of the Servicer contemplated hereinServicing Agreement, or which would materially impair which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Servicer to perform its obligations under this Agreement or the terms of this Servicing Agreement. The representations , and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Servicer is solvent; (e) To the extent the Mortgage Files Loans have been transferred to the Trustee for the benefit Servicer as of the Certificateholders. Upon discovery by any of the DepositorSecuritization Closing Date, the Servicer has serviced the Mortgage Loans in accordance with the Servicing Agreement and has provided accurate "paid through" data (assuming the correctness of all "paid through" data provided by the Assignor to the Servicer at the time the Servicer began servicing the Mortgage Loans) with respect to the Mortgage Loans to the Assignor; (f) To the extent the Mortgage Loans have been transferred to the Servicer as of Securitization Closing Date, except as reflected in the "paid through" data delivered to the Assignor (assuming the correctness of all "paid through" data provided by the Assignor to the Servicer at the time the Servicer began servicing the Mortgage Loans), there is no payment default existing under any Mortgage or any Mortgage Note as of the Trustee Securitization Closing Date; and (g) To the extent the Mortgage Loans have been transferred to the Servicer as of a breach Securitization Closing Date, to the Servicer's knowledge, there is no non-payment default existing under any Mortgage or Mortgage Note, or any event which, with the passage of time or with notice and the termination of any grace or cure period, would constitute a non-payment default, breach, violation or event which would permit acceleration as of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesSecuritization Closing Date.

Representations and Warranties of the Servicer. The Servicer hereby DFS makes the following representations and warranties to on which each of the Transferor, the Depositor and the Trustee, Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date:Date but shall survive (1) the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture and (2) the removal of DFS as Servicer. (i) The Servicer DFS is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of Nevada with the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has full power and authority to execute own and deliver this Agreement conduct its business as it is presently conducted by DFS. DFS is or shall be in compliance with the laws of any state to the extent necessary to insure the enforceability of each Receivable and to perform the servicing of the Receivables in accordance herewith; with the terms of this Agreement. (ii) DFS has the full power and authority to consummate all transactions contemplated by this Agreement. DFS has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution has duly executed and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make delivered this Agreement and this Agreement constitutes a legal, valid and binding upon the Servicer obligation of DFS, enforceable against it in accordance with its terms. (iiiii) No consent, approval, authorization or order is required for Neither the transactions contemplated by execution and delivery of this Agreement from any courtby DFS, governmental agency the acquisition or bodyorigination of the Receivables by DFS, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation by DFS of the transactions contemplated hereby, nor the fulfillment of or compliance by DFS with the terms and conditions of this Agreement are in the ordinary course of business of the Servicer and will not shall conflict with or result in the a breach of any term or provision of the terms of the charter or by-laws of the Servicer DFS or result in the breach of any term legal restriction or provision ofany agreement or instrument to which DFS is now a party or by which it is bound, or conflict with or constitute a default under or result in an acceleration under any of the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subjectforegoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer DFS or its property is subject. (iv) DFS does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of DFS contained in this Agreement. (v) There is no action, suit, proceeding or investigation litigation pending or, to the best knowledge of DFS, threatened, which if determined adversely to DFS would adversely affect the Servicerexecution, threatened against the Servicer which, either individually delivery or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets enforceability of the Servicerthis Agreement, or in any material impairment of the right or ability of DFS to service the Servicer to carry on its business substantially as now conducted Receivables hereunder in accordance with the terms hereof or which would draw into question have a material adverse effect on the validity financial condition of DFS. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by DFS of or compliance by DFS with this Agreement or the Mortgage Loans consummation by DFS of the transactions contemplated by this Agreement. (vii) The collection practices used by DFS with respect to each Receivable have been in all respects legal, proper, prudent and customary in the origination and servicing of receivables similar to the Receivables. (viii) The chief executive office of DFS is located in St. Louis, Missouri. (ix) Neither the representations and warranties of DFS set forth in this Agreement nor any statement, report or of any action taken other document furnished or to be taken furnished by DFS in connection with or pursuant to this Agreement or in connection with the obligations transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.statements contained therein not misleading;

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Owner as of each Closing Date with respect to itself and with respect to the Mortgage Loans purchased and sold on such Closing Date pursuant to the Purchase Agreement and the Trustee, related Assignment and Conveyance as of the Closing Datefollows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Datedate of this Agreement, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, subject or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer which, either individually in any one instance or in the aggregate, would result in any material adverse change is in the businessServicer's judgment, operations, financial condition, properties or assets of the Servicer, or likely to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder or thereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, which would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. (f) The Servicer acknowledges and agrees that the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing services hereunder and that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of this Agreement. The representations and warranties made the Mortgage Loans pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesAgreement.

Representations and Warranties of the Servicer. (a) The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Issuer, the Indenture Trustee, the Master Servicer, the Note Insurer and the TrusteeNoteholders that, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and America. The Servicer is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if compliance with the laws of such each state require licensing or qualification in order which it is acting as Servicer with respect to conduct business of a Home Loan to the type conducted by extent necessary to perform all servicing obligations with respect to the Servicerrelated Mortgaged Property hereunder. The Servicer has the power and authority to execute and deliver this Agreement and to perform its obligations in accordance herewith; the . The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorizedauthorized by all necessary action. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. (ii) No consent, approvalsubject to the effect of bankruptcy, authorization insolvency, reorganization, moratorium and other similar laws relating to or order is required for affecting creditors' rights generally, the transactions contemplated by this Agreement from application of equitable principles in any courtproceeding, governmental agency whether at law or bodyin equity, or any notice, order or directive or similar action by a federal or state regulatory authority having jurisdiction over banking agency which would be enforceable pursuant to Section 8 of the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior Federal Deposit Insurance Act to the Closing Dateextent that such notice, be obtained. (iii) order, directive or action prohibits or enjoins performance by the Servicer. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and hereby will not result in the breach of any term terms or provision provisions of the articles of association or charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (ivii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the Servicer of this Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings (administrative, judicial or otherwise) with respect to which the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement. (iii) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would should reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which in any material liability on the part of the Servicer or that would draw into question the validity of this Agreement or the Mortgage Home Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially that should be reasonably expected to impair the ability of the Servicer to perform under the terms of this Agreement. . (iv) The representations Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default should reasonably be expected to have consequences that would materially and warranties made pursuant to this Section 2.03 shall survive delivery adversely affect the condition (financial or other) or operations of the respective Mortgage Files Servicer or its properties or to have consequences that should reasonably be expected to adversely affect its performance hereunder; (v) The collection practices used by the Trustee for Servicer are in all material respects legal and customary in the benefit of the Certificateholders. non-conforming home loan servicing business. (b) Upon discovery by any of the Depositor, the Servicer or the Trustee party hereto of a breach of any of the foregoing representations or and warranties set forth in this Section 2.03that materially and adversely affects the interests of the Noteholders, the party discovering such breach shall give prompt written notice to the other partiesparties hereto and the Note Insurer. Within 30 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the related Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings bank, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicerconducted. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the terms Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Collateral Agent and the Trustee, each Secured Party as follows as of the date hereof and each Series Closing Date: (ia) The Servicer is a national banking association This Agreement has been duly organizedauthorized, validly existing, executed and in good standing under the federal laws delivered on behalf of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreementand, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, is a valid and legally binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its termsterms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (iib) No consentThe execution, approval, authorization or order is required for delivery and performance by the transactions contemplated by Servicer of this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations terms or warranties set forth provisions of, or constitute a default under, or result in this Section 2.03the creation or imposition of any Lien, charge or encumbrance upon any of the party discovering such breach shall give prompt written notice property or assets of the Servicer pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other partiessimilar agreement or instrument under which the Servicer is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to result in a Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Material Adverse Effect) or of the provisions of the Certificate of Incorporation or the By-Laws of the Servicer. (c) There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over the Servicer which is required for the execution, delivery and performance of this Agreement (except to the extent that the failure to obtain such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Material Adverse Effect).

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Borrowing Base or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be taken filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at One Commerce Square, the Servicer or the Trustee of a breach of any of the representations or warranties 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Borrowing Base Certificate, no Monthly Remittance Report or Borrowing Base Certificate (each if prepared by the Servicer or to the 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 Lender in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lender was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Netbank Facility, no Pledged Receivable constitutes (for purposes of the Netbank Facility) an “Eligible Receivable” as defined under the Netbank Facility.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, as of the Closing Dateeach Underwriter that: (ia) The the Servicer has been duly incorporated and is validly existing as a national banking association duly organized, validly existing, and corporation in good standing under the federal laws of the United States State of America Minnesota and has all licenses necessary full corporate power, authority and legal right to carry on own its properties and conduct its charge card servicing business as now being conducted such properties are presently owned and as such business is licensedpresently conducted, qualified and to execute, deliver and perform its obligations under this Agreement, the Pooling and Servicing Agreement, the Supplement and the Loan Agreement; (b) the Servicer is not required to qualify nor register as a foreign corporation in good standing in each of the states where a Mortgaged Property is located if the laws of such any state require licensing or qualification in order to conduct business of service the type conducted Receivables as required by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and has obtained all licenses and approvals necessary in order to perform in accordance herewith; so service the Receivables as required under federal and Minnesota law. If the Servicer shall be required by any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Servicer, or any of its properties to so qualify or register or obtain such license or approval, then it shall do so; (c) the execution, delivery delivery, and performance of this Agreement, the Pooling and Servicing Agreement, the Supplement and the Loan Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer and this Agreement will remain, from the time of its execution, an official record of the Servicer; (d) this Agreement has been duly authorized, executed and delivered by the Servicer; (e) the Pooling and Servicing Agreement, the Supplement and the consummation of the transactions contemplated hereby have been duly Loan Agreement constitute legal, valid and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation obligations of the Servicer, subject to applicable law enforceable in accordance with their terms, except as enforceability may be limited by (A) applicable bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors' rights generally in general or creditors by general equity principles; (f) the execution and delivery of national banks this Agreement, the Pooling and (B) general principles of equityServicing Agreement, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken the Supplement and the Loan Agreement by the Servicer to make this Agreement valid Servicer, and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation performance of the transactions contemplated by this Agreement are in or the ordinary course of business Basic Documents and the fulfillment of the Servicer and terms hereof or thereof applicable to the Servicer, will not conflict with, violate, result in the any breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision material terms and provisions of, or conflict constitute (with or constitute without notice or lapse of time or both) a default under or result in the acceleration of any obligation under, any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Servicer, or any of its properties or any indenture, contract, agreement, indenture or loan or credit agreement mortgage, deed of trust or other instrument to which the Servicer is a party or its property by which it is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.bound; (ivg) There is there are no action, suit, proceeding proceedings or investigation investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer whichbefore any court, either individually regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Basic Documents, seeking any determination or ruling that, in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets reasonable judgment of the Servicer, or in any material impairment of would materially and adversely affect the right or ability of performance by the Servicer of its obligations under this Agreement or the Basic Documents to carry on its business substantially as now conducted which the Servicer is a party, or which seeking any determination or ruling that would draw into question materially and adversely affect the validity or enforceability of this Agreement or the Mortgage Loans or of any action taken or Basic Documents to which the Servicer is a party; and (h) the Servicer shall duly satisfy all obligations on its part to be taken fulfilled under or in connection with each Receivable and the obligations related Account, will maintain in effect all qualifications required under any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Servicer contemplated hereinServicer, or any of its properties in order to service properly each Receivable and the related Account and will comply in all material respects with any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Servicer, or any of its properties, in connection with servicing each Receivable and the related Account the failure to comply with which would materially impair have a material adverse effect on the ability of Certificateholders or any Enhancement Provider (as defined in the Servicer to perform under the terms of this Pooling and Servicing Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties).

Representations and Warranties of the Servicer. The Servicer hereby DFS makes the following representations and warranties to on which each of the Transferor, the Depositor and the Trustee, Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date:Date but shall survive (1) the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture and (2) the removal of DFS as Servicer. (i) The Servicer DFS is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of Nevada with the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has full power and authority to execute own and deliver this Agreement conduct its business as it is presently conducted by DFS. DFS is or shall be in compliance with the laws of any state to the extent necessary to insure the enforceability of each Receivable and to perform the servicing of the Receivables in accordance herewith; with the terms of this Agreement. (ii) DFS has the full power and authority to consummate all transactions contemplated by this Agreement. DFS has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution has duly executed and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make delivered this Agreement and this Agreement constitutes a legal, valid and binding upon the Servicer obligation of DFS, enforceable against it in accordance with its terms. (iiiii) No consent, approval, authorization or order is required for Neither the transactions contemplated by execution and delivery of this Agreement from any courtby DFS, governmental agency the acquisition or bodyorigination of the Receivables by DFS, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation by DFS of the transactions contemplated hereby, nor the fulfillment of or compliance by DFS with the terms and conditions of this Agreement are in the ordinary course of business of the Servicer and will not shall conflict with or result in the a breach of any term or provision of the terms of DFS's charter or by-laws of the Servicer or result in the breach of any term legal restriction or provision ofany agreement or instrument to which DFS is now a party or by which it is bound, or conflict with or constitute a default under or result in an acceleration under any of the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subjectforegoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer DFS or its property is subject. (iv) DFS does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant of DFS contained in this Agreement. (v) There is no action, suit, proceeding or investigation litigation pending or, to DFS's knowledge, threatened, which if determined adversely to DFS would adversely affect the best knowledge execution, delivery or enforceability of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicerthis Agreement, or in any material impairment of the right or ability of DFS to service the Servicer to carry on its business substantially as now conducted Receivables hereunder in accordance with the terms hereof or which would draw into question have a material adverse effect on the validity financial condition of DFS. (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by DFS of or compliance by DFS with this Agreement or the Mortgage Loans consummation by DFS of the transactions contemplated by this Agreement. (vii) The collection practices used by DFS with respect to each Receivable have been in all respects legal, proper, prudent and customary in the origination and servicing of receivables similar to the Receivables. (viii) The chief executive office of DFS is located in St. Louis, Missouri. (ix) Neither the representations and warranties of DFS set forth in this Agreement nor any statement, report or of any action taken other document furnished or to be taken furnished by DFS in connection with or pursuant to this Agreement or in connection with the obligations transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.statements contained therein not misleading;

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the each Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Mae and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R)System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, reorganization, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization or other moratorium and similar laws affecting the enforcement of creditors' creditors rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at lawgenerally. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Datedate of this Agreement, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, subject or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer which, either individually in any one instance or in the aggregate, would result in any material adverse change is in the businessServicer's judgment, operations, financial condition, properties or assets of the Servicer, or likely to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Servicer to perform under its obligations hereunder or thereunder. (e) The Servicer is an approved servicer of mortgage loans for Fannie Mae and Freddie Mac, in good standing. No event has occurred, includxxx xxx not limited to a change in insurance coverage, which would make the terms Servicer unable to comply with Fannie Mae and Freddie Mac eligibility requirements or which xxxxx require xxxxxxxation to Fannie Mae or Freddie Mac. (f) The Servicer acknowxxxxxx and agrxxx xxxt the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing services hereunder and that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of this Agreement. The representations and warranties made the Mortgage Loans pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesAgreement.

Representations and Warranties of the Servicer. The Servicer hereby makes the following represents and warrants as follows, which representations and warranties to shall be deemed repeated on each day during the Depositor and the Trustee, as of the Closing DateRevolving Period: (ia) The Servicer is a national banking association corporation duly organizedincorporated, validly existing, existing and in good standing under the federal laws of the United States State of America Delaware, and has all licenses necessary is duly qualified to carry on do business, and is in good standing, in every jurisdiction where the nature of its business as now being conducted and is licensedrequires it to be so qualified, qualified and except where the failure to do so could not reasonably be expected to result in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. Material Adverse Effect. (b) The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance by the Servicer of this Agreement (including all instruments of transfer and any other documents to be delivered pursuant by it hereunder (i) are within the Servicer's HL RECEIVABLES FINANCING AGREEMENT corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (A) the Servicer's charter or by-laws, (B) any law, rule or regulation applicable to this Agreementthe Servicer, the breach of which could reasonably be expected to result in a Material Adverse Effect, (C) any material contractual restriction binding on or affecting the Servicer or its property or (D) 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 and the consummation of this Agreement or any other document to be delivered by it hereunder. (d) Each of the transactions contemplated hereby have been duly Transaction Documents to which it is a party constitutes the legal, valid and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms, subject to the Enforceability Exceptions. (iie) No consentSince January 31, approval2006, authorization there has been no Material Adverse Change with respect to the Servicer. (f) Except as set forth in Schedule 4.01(f), there is no pending or order is required for threatened action, investigation or proceeding affecting the transactions contemplated by this Agreement from Servicer or any of its Subsidiaries before any court, governmental agency or bodyarbitrator which if determined adversely, could reasonably be expected to result in a Material Adverse Effect. (g) On each day during the Revolving Period (and after giving effect to any Advance to be made on such day or federal the repayment of Facility Principal to be made on such day), the Facility Principal is not greater than the Borrowing Base. Subject to the final sentence of the definition of "Eligible Receivable" set forth therein, each Receivable characterized in any Report or state regulatory authority having jurisdiction over other written statement made by or on behalf of Servicer as an Eligible Receivable or included in the Servicer is required Net Receivables Pool Balance is, as of the date of such Report or statement (or, if requiredapplicable, as of a date certain specified in such consentinformation), approval, authorization or order has been or will, prior to an Eligible Receivable and properly included in the Closing Date, be obtainedNet Receivables Pool Balance. (iiih) The consummation Specified on Schedule 4.01(k) hereto (as amended by the Servicer from time to time in accordance with Section 6.08(a)) are (i) the Lockbox numbers and (ii) the names, addresses and ABA numbers of all the Deposit Banks, together with the account numbers of the transactions contemplated by this Agreement are in Deposit Accounts, and the ordinary course name of business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subjectcontact person at each Deposit Bank. (ivi) There is no action, suit, proceeding The Servicer has notified (or investigation pending or, has caused the Originators to notify) the best knowledge Obligor on each Receivable (or the Obligors are otherwise contractually required to) to make payments on such Receivable to either one of the Lockboxes or one of the Deposit Accounts. (j) Each Report (delivered by the Servicer), threatened against the Servicer whichand all written information, either individually or in the aggregate, would result in any material adverse change in the business, operationsexhibits, financial conditionstatements, properties documents, books, records and reports furnished or assets of the Servicer, to be furnished at any time by or in any material impairment of the right or ability on behalf of the Servicer to carry on its business substantially as now conducted the Program Agent or which would draw into question the validity Lenders in connection HL RECEIVABLES FINANCING AGREEMENT with and before or after the date of this Agreement are or the Mortgage Loans or of any action taken or to will be taken accurate in connection with the obligations all material respects as of the Servicer contemplated hereindate so furnished (or, if applicable, as of a date certain specified in such report), and no such document contains or which would materially impair 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 ability statements contained therein, in the light of the circumstances under which they were made, not misleading. (k) The Servicer Fee will compensate the Servicer for (i) performing the functions of a servicer, administrator and collector of the Transferred Assets as an agent for the Borrower and the Program Agent, including billing, collecting and posting all payments, responding to perform under inquiries of Obligors and investigating delinquencies and (ii) its services as the terms administrator of the Transferred Assets, including accounting for Collections and the furnishing, periodically of the Reports to the Program Agent. The Servicer Fee will also reimburse the Servicer for certain taxes, accounting fees, data-processing costs and other costs associated with administering the Transferred Assets. (l) The servicer arrangements set forth herein were arrived at as a result of arm's-length negotiations and are typical of servicer arrangements made for servicing, administering and collecting assets such as the Receivables in transactions of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiestype.

Representations and Warranties of the Servicer. The Servicer Servicer, in its capacity as Servicer, hereby makes the following representations represents and warranties warrants to the Depositor Agent, the Lender and the TrusteeFacility Insurer, as of the Closing date hereof, on each Borrowing Date, on the date of each withdrawal from the Collection Account pursuant to Section 2.05(f) hereof and on each Remittance Date, as follows: (i) The Servicer No Pledged Receivable designated as an Eligible Receivable on any Borrowing Report, Monthly Remittance Report or Daily Report is a national banking association Defaulted Receivable or a Delinquent Receivable and (ii) to the best of the Servicer's knowledge, each Pledged Receivable designated as an Eligible Receivable on any Borrowing Report, Monthly Remittance Report or Daily Report is an Eligible Receivable. (b) To the best of the Servicer's knowledge, the Borrower is a limited liability company duly organizedformed, validly existing, existing and in good standing under the federal laws of the United States State of America Delaware and has the power and all licenses necessary to carry on own its assets and to transact the business as now being conducted in which it is presently engaged, and is licensed, duly qualified and in good standing under the laws of each jurisdiction where its ownership of the Pledged Receivables requires such qualification except where failure to obtain such licenses or to be so qualified would not cause a Material Adverse Effect. (c) The Servicer is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is presently engaged (which includes servicing Receivables on behalf of third parties and itself), and is duly qualified and in good standing under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification except where failure to obtain such licenses or to be so qualified would not cause a Material Adverse Effect. (d) Each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and, to the best of the Servicer's knowledge in the case of the Borrower, to grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Pledged Assets (including all instruments subject only to Other Permitted Liens) on the terms and conditions of transfer to be delivered pursuant to this Agreement) by . This Agreement and each of the Transaction Documents to which the Servicer or the Borrower is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer and, to the best of the Servicer's knowledge, subject the Borrower, as applicable, enforceable against the Servicer and, to applicable law the best of the Servicer's knowledge, the Borrower in accordance with their respective terms except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer or, to make the best of the Servicer's knowledge, the Borrower, of this Agreement valid and binding upon or any Transaction Document to which it is a party, or the Servicer in accordance with its termsvalidity or enforceability of this Agreement or any such Transaction Document or the Pledged Receivables. (e) The execution, delivery and performance of this Agreement, the other Transaction Documents and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto will not (i) create any Adverse Claim on the Pledged Assets or any other assets of the Servicer or, to the best of the Servicer's knowledge, the Borrower other than as contemplated herein or (ii) No consentviolate any provision of any existing law or regulation or any order or decree of any court, approvalregulatory body or administrative agency or the certificate of incorporation or the bylaws of the Servicer or, authorization to the best of the Servicer's knowledge, the certificate of formation or order limited liability company agreement of the Borrower or any mortgage, indenture, contract or other agreement to which the Servicer or, to the best of the Servicer's knowledge, the Borrower is required for a party or by which the Servicer or, to the best of the Servicer's knowledge, the Borrower or any property or assets of the Servicer or, to the best of the Servicer's knowledge, the Borrower may be bound, other than, in the case of the Servicer, any such mortgage, indenture, contract or other agreement the violation of which would not reasonably be expected to have a Material Adverse Effect. (f) Except as set forth on Schedule IV-A annexed hereto, as amended from time to time by delivery to the Agent and the Facility Insurer by the Servicer of an updated schedule, no litigation or administrative proceeding of or before any court, tribunal or Government Entity is, to the best of the Servicer's knowledge, presently pending or threatened against the Borrower or any properties of the Borrower or with respect to this Agreement (x) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (y) which purports to affect the legality, validity or enforceability of this Agreement, any Transaction Document to which the Borrower is a party, or any of the other applicable documents forming part of the Pledged Assets or which seeks to prevent the Pledge by the Borrower of the Pledged Assets or the consummation of any other transactions contemplated by this Agreement or any other Transaction Document. (g) Except as set forth on Schedule IV-B annexed hereto, as amended from time to time by delivery to the Agent and the Facility Insurer by the Servicer of an updated schedule, no litigation or administrative proceeding of or before any court, governmental agency tribunal or bodyGovernment Entity is presently pending or, to the best of the Servicer's knowledge, threatened against the Servicer or federal any properties of the Servicer or state regulatory authority having jurisdiction over with respect to this Agreement (x) which is reasonably likely to have a Material Adverse Effect or (y) which purports to affect the legality, validity or enforceability of this Agreement, any Transaction Document to which the Servicer is required ora party, if required, such consent, approval, authorization or order has been any of the other applicable documents forming part of the Pledged Assets or will, prior which seeks to prevent the Closing Date, be obtained. (iii) The Pledge by the Borrower of the Pledged Assets or the consummation of the any other transactions contemplated by this Agreement are or any other Transaction Document. (h) To the best of the Servicer's knowledge, the grant of the security interest in the Pledged Assets by the Borrower to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement is in the ordinary course of business for the Borrower and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. To the best of the Servicer Servicer's knowledge, no such Pledged Assets have been sold, transferred, assigned or pledged by the Borrower to any Person other than the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement. (i) To the best of the Servicer's knowledge, the Borrower has no Debt or other indebtedness, other than Debt incurred under (or contemplated by) the terms of this Agreement and will not result the Purchase Agreement. (j) To the best of the Servicer's knowledge, the Borrower has been formed solely for the purpose of engaging in transactions of the breach types contemplated by this Agreement and the Purchase Agreement. (k) No injunction, writ, restraining order or other order of any term or provision nature adversely affects the Servicer's or, to the best of the charter Servicer's knowledge, the Borrower's performance of their respective obligations under this Agreement or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument Transaction Document to which the Servicer or its property the Borrower is subjecta party. (l) Each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has filed (on a consolidated basis or result in otherwise) on a timely basis all federal, state and other material tax returns required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the violation payment of any lawall taxes, rule, regulation, order, judgment or decree to which assessments and other governmental charges due from the Servicer or its property the Borrower, as applicable. No tax lien or similar adverse claim has been filed, and, to the best of the Servicer's knowledge, no claim is subject. (iv) There is no actionbeing asserted, suitwith respect to any such tax, proceeding assessment or investigation pending other governmental charge with respect to the Servicer or, to the best knowledge of the Servicer's knowledge, threatened against the Borrower other than any Other Permitted Liens. Any taxes, fees and other governmental charges payable by the Servicer whichor, either individually or in to the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets best of the Servicer's knowledge, or in any material impairment of the right or ability of the Servicer to carry on its business substantially Borrower, 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 taken applicable in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid, if due, or shall have been paid prior to delinquency. (m) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer's records regarding the terms of this AgreementPledged Receivables) is located at 500 McCarthy Boulevard, Milpitas, CA 95035. The representations and warranties made pursuant to this Section 2.03 shall survive delivery To the best of the respective Mortgage Files Servicxx'x xxxxxxxxx, the chief executive office of the Borrower (and the location of the Borrower's records regarding the Pledged Receivables) is located at 500 McCarthy Boulevard, #22,777, Milpitas, CA 95035. Neither the Servxxxx xxx, to the Trustee for the benefit best of the Certificateholders. Upon discovery by Servicer's knowledge, the Borrower has had any chief executive office outside the State of California since its formation. (n) Each of the DepositorServicer's and, to the best of the Servicer's knowledge, the Servicer or the Trustee Borrower's legal names and jurisdiction of a breach of any of the representations or warranties formation are as set forth in this Section 2.03Agreement; each of the Servicer and, to the best of the Servicer's knowledge, the party discovering such breach shall give prompt written notice Borrower has not changed its jurisdiction of formation, each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has not changed its name since its formation, each of the Servicer and, to the best of the Servicer's knowledge, the Borrower does not have tradenames, fictitious names, assumed names or "doing business as" names other parties.than as disclosed on Schedule III annexed hereto (as such Schedule may be updated from time to time upon receipt of a notice delivered to the Agent and the Facility Insurer pursuant to Section 6.19 and compliance with all terms and conditions of Section 6.19

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer or any other Person acting as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing Date, on each Borrowing Date, on each Remittance Date and on the first day of each CP Rollover Fixed Period, as follows: (ia) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. (b) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ivd) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer or any properties of the Servicer or with respect to this Agreement, which, either individually or in the aggregateif adversely determined, would result in any could have a material adverse change in effect on the business, operations, assets or financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability condition of the Servicer to carry on its business substantially as now conducted or which would draw into question the legality, validity or enforceability of this Agreement, or any other Transaction Document to which the Servicer is a party. (e) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or the Mortgage Loans or of any action taken or Transaction Document to be taken in connection with the obligations of which the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of is a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesparty.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Borrowing Base or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be taken filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at One Commerce Square, the Servicer or the Trustee of a breach of any of the representations or warranties 2000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Borrowing Base Certificate, no Monthly Remittance Report or Borrowing Base Certificate (each if prepared by the Servicer or to the 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 Lender in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lender was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Netbank Facility, no Pledged Receivable constitutes (for purposes of the Netbank Facility) an “Eligible Receivable” as defined under the Netbank Facility.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not another Person acting as Successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing DateDate and on each Borrowing Date as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Servicing Report is an Eligible Receivable other than, in any case, any Receivable that is required to be repurchased, and is so repurchased, by a Seller in accordance with the Sale and Contribution Agreement after the date of such Borrowing Base Certificate or Monthly Servicing Report. Each Receivable included as an Eligible Receivable in any calculation of the Eligible Portfolio Outstanding Receivables Balance is an Eligible Receivable other than, in any case, any Receivable that is required to be repurchased, and is so repurchased, by a Seller in accordance with the Sale and Contribution Agreement. (b) The Servicer is a national banking association corporation duly organizedincorporated, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its formation and has the power and all licenses necessary to carry on own its assets and to transact the business as now being conducted in which it is engaged and is licensed, duly qualified and in good standing under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification, except where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to result in a Material Adverse Effect. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where other Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the other Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the other Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken Other than the filing of financing statements, no consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any other Transaction Document to which it is a party or the Servicer validity or enforceability of this Agreement or any other such Transaction Document, other than such as have been met or obtained except as would not reasonably be expected to result in accordance with its termsa Material Adverse Effect. (iid) No consentThe execution, approval, authorization or order is required for the transactions contemplated by delivery and performance of this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto will not result violate in any material respect any Applicable Law or the breach certificate of any term incorporation or provision of the charter or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound, except, in each case, to the extent that such violation could not reasonably be expected to result in a Material Adverse Effect. (ive) There Except for Routine Inquiries, no litigation or administrative proceeding of or before any Government Entity is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer whichor any properties of the Servicer or with respect to this Agreement, either individually which could reasonably be expected to have a Material Adverse Effect with respect to the Servicer or which would draw into question the legality, validity or enforceability of this Agreement or any other Transaction Document to which the Servicer is a party. (f) Except for Routine Inquiries, no injunction, writ, restraining order or other order of a Governmental Authority of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any other Transaction Document to which the Servicer is a party, except as would not reasonably be expected to result in a Material Adverse Effect. (g) The Servicer has filed (on a consolidated basis or otherwise) on a timely basis all income and other material tax returns (including, without limitation, all income and other material federal and state tax returns) required to be filed, all such returns are complete and accurate in all material respects, is not liable for Taxes payable by any other Person and has paid or made adequate provisions for the aggregatepayment of all income and other material Taxes, would result assessments and other material governmental charges due from the Servicer except for those Taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. (h) The chief executive office and principal place of business of the Initial Servicer is located at 100 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Initial Servicer’s records regarding the Pledged Receivables are maintained in electronic form. (i) The Servicer is Solvent and will remain Solvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (j) No Monthly Servicing Report or Borrowing Base Certificate (each if prepared by the Servicer or to the extent that information contained therein is supplied by the Servicer), information, exhibit, financial statement, document, book, record or report furnished by the Servicer to the Administrative Agent or the Lenders in connection with this Agreement is inaccurate in any material adverse respect as of the date it is dated or (except (i) as otherwise disclosed in writing to the Administrative Agent or the Lenders, as the case may be, at such time, or (ii) in respect of any Receivable that is asserted to be an Eligible Receivable but was not, provided such Receivable is repurchased in accordance with the Sale and Contribution Agreement) as of the date so furnished, and no such document contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein, in the context of the circumstances under which they were made and taken as a whole, not misleading; provided, that, projections and pro forma financial information contained in such materials were prepared based upon good faith estimates and assumptions believed by the preparer thereof to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. (k) No Servicer Default has occurred and is continuing. Since the Closing Date, there has been no change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment Servicer which would have a Material Adverse Effect. (l) Each of the right Pledged Receivables is being serviced in conformance in all material respects with the Collection Policy. (m) Each Computer Tape or ability of Listing made available by the Servicer to carry the Administrative Agent was complete and accurate in all material respects as of the date on its business substantially which such Computer Tape or Listing was made available (except (i) as now conducted or which would draw into question otherwise disclosed in writing to the validity of this Agreement Administrative Agent or the Mortgage Loans Lenders, as the case may be, at such time, or (ii) in respect of any action taken or Receivable that is asserted to be taken an Eligible Receivable but was not, provided such Receivable is repurchased in connection accordance with the Sale and Contribution Agreement). (n) No ERISA Event has occurred or is expected to occur that might result, directly or indirectly, in any Lien being imposed on the Servicer’s property or result in a Material Adverse Effect. (o) Except to the extent that the Borrower is treated as a division of or consolidated with the Servicer, there is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges. (p) The consolidated financial statements of Payoneer or PEPI (as applicable) and its consolidated subsidiaries as of June 30, 2021 and the related statements of income and retained earnings of Payoneer or PEPI (as applicable) and its consolidated subsidiaries for the fiscal period then ended, copies of which have previously been delivered to the Administrative Agent, fairly present the consolidated financial condition of Payoneer or PEPI (as applicable) and its consolidated subsidiaries as of such date and the consolidated results of the Servicer contemplated herein, operations of Payoneer or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations PEPI (as applicable) and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee its consolidated subsidiaries for the benefit period ended on such date, all in accordance with GAAP, and since June 30, 2021, there has been no material adverse change in any such condition or operations of Payoneer or PEPI (as applicable). (q) To the Certificateholders. Upon discovery by any of the Depositorextent applicable, the Servicer is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act. (r) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Servicing Report is an Eligible Receivable as of the date such Borrowing Base Certificate or Monthly Servicing Report is dated (except, in respect of any Receivable that is asserted to be an Eligible Receivable but was not, provided such Receivable is repurchased in accordance with the Sale and Contribution Agreement). Each Receivable included as an Eligible Receivable in any calculation of the Borrowing Base or the Trustee Eligible Portfolio Outstanding Receivables Balance is an Eligible Receivable as of a breach the date of such calculation (except, in respect of any of Receivable that is asserted to be an Eligible Receivable but was not, provided such Receivable is repurchased in accordance with the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesSale and Contribution Agreement).

Representations and Warranties of the Servicer. The Servicer Servicer, in its capacity as Servicer, hereby makes the following representations represents and warranties warrants to the Depositor Agent and the TrusteeLender, as of the Closing date hereof, on each Borrowing Date, on the date of each withdrawal from the Collection Account pursuant to Section 2.05(f) hereof and on each Remittance Date, as follows: (i) The Servicer No Pledged Receivable designated as an Eligible Receivable on any Borrowing Report, Monthly Remittance Report or Daily Report is a national banking association Defaulted Receivable or a Delinquent Receivable and (ii) to the best of the Servicer's knowledge, each Pledged Receivable designated as an Eligible Receivable on any Borrowing Report, Monthly Remittance Report or Daily Report is an Eligible Receivable. (b) To the best of the Servicer's knowledge, the Borrower is a limited liability company duly organizedformed, validly existing, existing and in good standing under the federal laws of the United States State of America Delaware and has the power and all licenses necessary to carry on own its assets and to transact the business as now being conducted in which it is presently engaged, and is licensed, duly qualified and in good standing under the laws of each jurisdiction where its ownership of the Pledged Receivables requires such qualification except where failure to obtain such licenses or to be so qualified would not cause a Material Adverse Effect. (c) The Servicer is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is presently engaged (which includes servicing Receivables on behalf of third parties and itself), and is duly qualified and in good standing under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification except where failure to obtain such licenses or to be so qualified would not cause a Material Adverse Effect. (d) Each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and, to the best of the Servicer's knowledge in the case of the Borrower, to grant to the Agent, for the benefit of the Lender, a first priority perfected security interest in the Pledged Assets (including all instruments subject only to Other Permitted Liens) on the terms and conditions of transfer to be delivered pursuant to this Agreement) by . This Agreement and each of the Transaction Documents to which the Servicer or the Borrower is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer and, to the best of the Servicer's knowledge, subject the Borrower, as applicable, enforceable against the Servicer and, to applicable law the best of the Servicer's knowledge, the Borrower in accordance with their respective terms except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer or, to make the best of the Servicer's knowledge, the Borrower, of this Agreement valid and binding upon or any Transaction Document to which it is a party, or the Servicer in accordance with its termsvalidity or enforceability of this Agreement or any such Transaction Document or the Pledged Receivables. (e) The execution, delivery and performance of this Agreement, the other Transaction Documents and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto will not (i) create any Adverse Claim on the Pledged Assets or any other assets of the Servicer or, to the best of the Servicer's knowledge, the Borrower other than as contemplated herein or (ii) No consentviolate any provision of any existing law or regulation or any order or decree of any court, approvalregulatory body or administrative agency or the certificate of incorporation or the bylaws of the Servicer or, authorization to the best of the Servicer's knowledge, the certificate of formation or order limited liability company agreement of the Borrower or any mortgage, indenture, contract or other agreement to which the Servicer or, to the best of the Servicer's knowledge, the Borrower is required for a party or by which the Servicer or, to the best of the Servicer's knowledge, the Borrower or any property or assets of the Servicer or, to the best of the Servicer's knowledge, the Borrower may be bound, other than, in the case of the Servicer, any such mortgage, indenture, contract or other agreement the violation of which would not reasonably be expected to have a Material Adverse Effect. (f) Except as set forth on Schedule IV-A annexed hereto, as amended from time to time by delivery to the Agent by the Servicer of an updated schedule, no litigation or administrative proceeding of or before any court, tribunal or Government Entity is, to the best of the Servicer's knowledge, presently pending or threatened against the Borrower or any properties of the Borrower or with respect to this Agreement (x) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (y) which purports to affect the legality, validity or enforceability of this Agreement, any Transaction Document to which the Borrower is a party, or any of the other applicable documents forming part of the Pledged Assets or which seeks to prevent the Pledge by the Borrower of the Pledged Assets or the consummation of any other transactions contemplated by this Agreement or any other Transaction Document. (g) Except as set forth on Schedule IV-B annexed hereto, as amended from time to time by delivery to the Agent by the Servicer of an updated schedule, no litigation or administrative proceeding of or before any court, governmental agency tribunal or bodyGovernment Entity is presently pending or, to the best of the Servicer's knowledge, threatened against the Servicer or federal any properties of the Servicer or state regulatory authority having jurisdiction over with respect to this Agreement (x) which is reasonably likely to have a Material Adverse Effect or (y) which purports to affect the legality, validity or enforceability of this Agreement, any Transaction Document to which the Servicer is required ora party, if required, such consent, approval, authorization or order has been any of the other applicable documents forming part of the Pledged Assets or will, prior which seeks to prevent the Closing Date, be obtained. (iii) The Pledge by the Borrower of the Pledged Assets or the consummation of the any other transactions contemplated by this Agreement are or any other Transaction Document. (h) To the best of the Servicer's knowledge, the grant of the security interest in the Pledged Assets by the Borrower to the Agent for the benefit of the Lender pursuant to this Agreement is in the ordinary course of business for the Borrower and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. To the best of the Servicer Servicer's knowledge, no such Pledged Assets have been sold, transferred, assigned or pledged by the Borrower to any Person other than the Agent, for the benefit of the Lender, pursuant to the terms of this Agreement. (i) To the best of the Servicer's knowledge, the Borrower has no Debt or other indebtedness, other than Debt incurred under (or contemplated by) the terms of this Agreement and will not result the Purchase Agreement. (j) To the best of the Servicer's knowledge, the Borrower has been formed solely for the purpose of engaging in transactions of the breach types contemplated by this Agreement and the Purchase Agreement. (k) No injunction, writ, restraining order or other order of any term or provision nature adversely affects the Servicer's or, to the best of the charter Servicer's knowledge, the Borrower's performance of their respective obligations under this Agreement or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument Transaction Document to which the Servicer or its property the Borrower is subjecta party. (l) Each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has filed (on a consolidated basis or result in otherwise) on a timely basis all federal, state and other material tax returns required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the violation payment of any lawall taxes, rule, regulation, order, judgment or decree to which assessments and other governmental charges due from the Servicer or its property the Borrower, as applicable. No tax lien or similar adverse claim has been filed, and, to the best of the Servicer's knowledge, no claim is subject. (iv) There is no actionbeing asserted, suitwith respect to any such tax, proceeding assessment or investigation pending other governmental charge with respect to the Servicer or, to the best knowledge of the Servicer's knowledge, threatened against the Borrower other than any Other Permitted Liens. Any taxes, fees and other governmental charges payable by the Servicer whichor, either individually or in to the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets best of the Servicer's knowledge, or in any material impairment of the right or ability of the Servicer to carry on its business substantially Borrower, 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 taken applicable in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid, if due, or shall have been paid prior to delinquency. (m) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer's records regarding the terms of this AgreementPledged Receivables) is located at 000 XxXxxxxx Xxxxxxxxx, Milpitas, CA 95035. The representations and warranties made pursuant to this Section 2.03 shall survive delivery To the best of the respective Mortgage Files Servicer's knowledge, the chief executive office of the Borrower (and the location of the Borrower's records regarding the Pledged Receivables) is located at 000 XxXxxxxx Xxxxxxxxx, #22777, Milpitas, CA 95035. Neither the Servicer nor, to the Trustee for the benefit best of the Certificateholders. Upon discovery by Servicer's knowledge, the Borrower has had any chief executive office outside the State of California since its formation. (n) Each of the DepositorServicer's and, to the best of the Servicer's knowledge, the Servicer or the Trustee Borrower's legal names and jurisdiction of a breach of any of the representations or warranties formation are as set forth in this Section 2.03Agreement; each of the Servicer and, to the best of the Servicer's knowledge, the party discovering such breach shall give prompt written notice Borrower has not changed its jurisdiction of formation, each of the Servicer and, to the best of the Servicer's knowledge, the Borrower has not changed its name since its formation, each of the Servicer and, to the best of the Servicer's knowledge, the Borrower does not have tradenames, fictitious names, assumed names or "doing business as" names other parties.than as disclosed on Schedule III annexed hereto (as such Schedule may be updated from time to time upon receipt of a notice delivered to the Agent pursuant to Section 6.19 and compliance with all terms and conditions of Section 6.19

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor and the TrusteeOwner that, as of the related Closing Date: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted jurisdiction in which it is organized and is licensed, qualified and licensed to transact business in and is in good standing in under the laws of each of the states state where a each Mortgaged Property is located if to the laws extent necessary to ensure the enforceability of such state require licensing or qualification in order to conduct business each Mortgage Loan and the servicing of the type conducted by Mortgage Loan in accordance with the Servicerterms of this Agreement. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.term; (iib) No consent, approval, authorization or order is required for The Servicer has the full power and authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior and (ii) to the Closing Date, be obtained.service each Mortgage Loan; (iiic) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in the a breach of any term or provision of the charter terms, conditions or by-laws provisions of the Servicer Servicer's certificate of limited partnership or partnership agreement or result in the a material breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ive) The Servicer is an approved servicer for Fannie Mae and Freddie Mac in good standing. No event has occurred, incxxxxxx a change xx xxxurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements; (f) There is no actionxx xxtion, suitsuxx, proceeding xxxceeding, investigation or investigation litigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthreatened, which either individually in any one instance or in the aggregate, if determined adversely to the Servicer would result materially and adversely affect the Servicer's ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or the Servicer's ability to perform its obligations under this Agreement; (g) No consent, approval, authorization or order of any material adverse change in court or governmental agency or body is required for the businessexecution, operations, financial condition, properties or assets of delivery and performance by the Servicer, of or in any material impairment of the right or ability of compliance by the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (i) 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; (j) The Servicer is a member of any action taken or to be taken MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the obligations servicing of the Mortgage Loans registered with MERS; (k) The Servicer contemplated hereinhas serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner's inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), 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, or which would materially impair the ability any their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to perform under be prepared and furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Section 2.03 shall survive delivery Agreement in connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesstatements contained therein not misleading.

Representations and Warranties of the Servicer. The initial Servicer hereby makes represents, warrants and covenants to the following representations and warranties to Back-up Servicer, the Issuer, the Insurer, the Noteholders, the Depositor and the Trustee, Indenture Trustee that as of the Closing Datedate of this Servicing Agreement and, for so long as the initial Servicer shall continue to act as Servicer hereunder: (ia) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America Delaware; (b) All necessary corporate, regulatory or other similar action has been taken to authorize and has all licenses necessary to carry empower the Servicer and the officers or representatives acting on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The 's behalf, and the Servicer has full power and authority to execute execute, deliver and deliver perform this Servicing Agreement; (c) This Servicing Agreement and to perform in accordance herewith; the executionSale and Allocation Agreement have been duly authorized, delivery executed and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation performance and compliance with the terms of this Servicing Agreement and the transactions contemplated hereby have been Sale and Allocation Agreement will not violate the Servicer's certificate of incorporation or bylaws 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 Transaction Document or any other contract, loan, lease, credit agreement or any other agreement or instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (d) The Servicer is duly licensed and validly authorized. This Agreement, assuming due authorization, execution qualified to perform the functions specified herein and delivery by this Servicing Agreement and the other parties hereto, evidences the Sale and Allocation Agreement constitutes a valid, legal and binding and enforceable obligation of the Servicer, enforceable in accordance with its terms, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization or moratorium and other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) to general principles of equity; (e) The Servicer is not in violation of, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken and the execution, delivery and performance of this Servicing Agreement and the Sale and Allocation Agreement by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach constitute a violation with respect to any order or decree of any term court or provision any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the charter condition (financial or by-laws other) or operations of the Servicer or result in its properties or might have consequences that would affect the breach performance of its duties hereunder; (f) No proceeding of any term kind, including but not limited to litigation, arbitration, judicial or provision ofadministrative, is pending or conflict with threatened against or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which contemplated by the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 under any circumstance have an adverse effect on the validity execution, delivery, performance or enforceability of this Servicing Agreement or the Mortgage Loans Sale and Allocation Agreement; (g) No information, officer's certificate or of any action taken statement furnished in writing or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files report delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorIndenture Trustee, the Issuer, the Insurer, the Back-up Servicer or the Trustee Noteholders by the Servicer required under this Servicing Agreement or the Sale and Allocation Agreement contains any untrue statement of a breach material fact or omits a material fact necessary to make the information, certificate, statement or report not misleading; provided, that the Servicer makes no representation or warranty with respect to any information incorporated into or forming the basis of any of officer's certificate, information, statement or report provided by the representations or warranties set forth in this Section 2.03Servicer that is provided to the Servicer by any other Person; (h) The Servicer has the knowledge, the party discovering such breach shall give prompt written notice experience and the systems, financial and operational capacity available to timely perform each of its obligations hereunder; and (i) The Servicer has, with respect to the other partiesContracts, complied in all material respects with the Collection Policy.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor and the TrusteeOwner that, as of the related Closing Date: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted jurisdiction in which it is organized and is licensed, qualified and licensed to transact business in and is in good standing in under the laws of each of the states state where a each Mortgaged Property is located if to the laws extent necessary to ensure the enforceability of such state require licensing or qualification in order to conduct business each Mortgage Loan and the servicing of the type conducted by Mortgage Loan in accordance with the Servicerterms of this Agreement. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.term; (iib) No consent, approval, authorization or order is required for The Servicer has the full power and authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior and (ii) to the Closing Date, be obtained.service each Mortgage Loan; (iiic) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in the a breach of any term or provision of the charter terms, conditions or by-laws provisions of the Servicer Servicer's certificate of limited partnership or partnership agreement or result in the a material breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ive) There The Servicer is no an approved servicer for Fannie Mae and Freddie Mac in good standing. No event has occurred, xxxxuxxxg a cxxxxx xn insurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements; (f) Therx xx xo action, suitxxxx, proceeding proceeding, investigation or investigation litigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthreatened, which either individually in any one instance or in the aggregate, if determined adversely to the Servicer would result materially and adversely affect the Servicer's ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or the Servicer's ability to perform its obligations under this Agreement; (g) No consent, approval, authorization or order of any material adverse change in court or governmental agency or body is required for the businessexecution, operations, financial condition, properties or assets of delivery and performance by the Servicer, of or in any material impairment of the right or ability of compliance by the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (i) 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; (j) The Servicer is a member of any action taken or to be taken MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the obligations servicing of the Mortgage Loans registered with MERS; (k) The Servicer contemplated hereinhas serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner's inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), 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, or which would materially impair the ability any their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to perform under be prepared and furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Section 2.03 shall survive delivery Agreement in connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesstatements contained therein not misleading.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each Rollover Fixed Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Borrowing Base or the Eligible Receivables Balance is an Eligible Receivable. (b) [Intentionally omitted.] (c) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (d) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiie) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ivf) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer or any properties of the Servicer or with respect to this Agreement, which, either individually or in the aggregateif adversely determined, would result in any could have a material adverse change in effect on the business, operations, assets or financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability condition of the Servicer to carry on its business substantially as now conducted or which would draw into question the legality, validity or enforceability of this Agreement, any Transaction Document to which the Servicer is a party. (g) [Intentionally omitted.] (h) [Intentionally omitted.] (i) [Intentionally omitted.] (j) [Intentionally omitted.] (k) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (l) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be taken filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (m) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at 0000 Xxxxxx Xxxxxx, the Servicer or the Trustee of a breach of any of the representations or warranties 0xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (n) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Agent upon receipt of a notice delivered to the Agent pursuant to Section 2.036.20), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Agent upon receipt of a notice delivered to the Agent pursuant to Section 6.20). (o) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (p) [Intentionally omitted.] (q) [Intentionally omitted.] (r) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Borrowing Base Certificate, no Monthly Remittance Report or Borrowing Base Certificate (each if prepared by the Servicer or to the 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 the Lender in connection with this Agreement is or will be inaccurate in any material respect, 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. (s) [Intentionally omitted.] (t) [Intentionally omitted.] (u) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (v) No Event of Default or Unmatured Event of Default has occurred and is continuing. (w) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (x) Any Computer Tape or Listing made available by the Servicer to the Agent was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (y) The Servicer is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA. (z) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor and the TrusteeOwner that, as of the related Closing Date: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted jurisdiction in which it is organized and is licensed, qualified and licensed to transact business in and is in good standing in under the laws of each of the states state where a each Mortgaged Property is located if to the laws extent necessary to ensure the enforceability of such state require licensing or qualification in order to conduct business each Mortgage Loan and the servicing of the type conducted by Mortgage Loan in accordance with the Servicerterms of this Agreement. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.term; (iib) No consent, approval, authorization or order is required for The Servicer has the full power and authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior and (ii) to the Closing Date, be obtained.service each Mortgage Loan; (iiic) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in the a breach of any term or provision of the charter terms, conditions or by-laws provisions of the Servicer Servicer’s certificate of limited partnership or partnership agreement or result in the a material breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ive) The Servicer is an approved servicer for Xxxxxx Xxx and Xxxxxxx Mac in good standing. No event has occurred, including a change in insurance coverage, which would make the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements; (f) There is no action, suit, proceeding proceeding, investiga­tion or investigation litigation pending or, to the best knowledge of the Servicer’s knowledge, threatened against the Servicer whichthreatened, which either individually in any one instance or in the aggregate, if determined adversely to the Servicer would result materially and adversely affect the Servicer’s ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or the Servicer’s ability to perform its obligations under this Agreement; (g) No consent, approval, authorization or order of any material adverse change in court or governmental agency or body is required for the businessexecution, operations, financial condition, properties or assets of delivery and performance by the Servicer, of or in any material impairment of the right or ability of compliance by the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (i) 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; (j) The Servicer is a member of any action taken or to be taken MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the obligations servicing of the Mortgage Loans registered with MERS; (k) The Servicer contemplated hereinhas serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner’s inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), 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, or which would materially impair the ability any their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to perform under be prepared and furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Section 2.03 shall survive delivery Agreement in connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesstatements contained therein not misleading.

Representations and Warranties of the Servicer. (a) The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Issuer and the Indenture Trustee, that as of the Closing Date: (i) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America and has all licenses necessary to carry on its business as now being conducted and Colorado. The Servicer is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if compliance with the laws of such each state require licensing or qualification in order which it is acting as Servicer with respect to conduct business of a Mortgage Loan to the type conducted by extent necessary to perform all servicing obligations with respect to the Servicerrelated Mortgaged Property hereunder. The Servicer has the power and authority to execute and deliver this Agreement and to perform its obligations in accordance herewith; the . The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorizedauthorized by all necessary corporate action. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, valid and binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon enforceable against the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior subject to the Closing Dateeffect of bankruptcy, be obtained. (iii) insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and hereby will not result in the breach of any term terms or provision provisions of the charter articles of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (ivii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary in connection with the execution and delivery by the Servicer of this Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings (administrative, judicial or otherwise) with respect to which the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement. (iii) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would should reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which in any material liability on the part of the Servicer or that would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially that should be reasonably expected to impair the ability of the Servicer to perform under the terms of this Agreement. . (iv) The representations Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default should reasonably be expected to have consequences that would materially and warranties made pursuant to this Section 2.03 shall survive delivery adversely affect the condition (financial or other) or operations of the respective Mortgage Files Servicer or its properties or to have consequences that should reasonably be expected to adversely affect its performance hereunder. (v) The collection practices used by the Trustee for Servicer are in all material respects legal and customary in the benefit of the Certificateholders. non-conforming mortgage loan servicing business. (b) Upon discovery by any of the Depositor, the Servicer or the Trustee party hereto of a breach of any of the foregoing representations or and warranties set forth in this Section 2.03that materially and adversely affects the interests of the Bondholders, the party discovering such breach shall give prompt written notice to the other partiesparties hereto. Within 30 days of its discovery or its receipt of notice of breach, the Servicer shall cure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and Depositor, the TrusteeTrustee for the benefit of Certificateholders and, the Master Servicer as of the Closing DateDate or such other date as is specified, that: (ia) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States State of America [ - ] and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The , and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Servicer has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement and/or the Transfer and Servicing Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, ; this Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.; (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiib) 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, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Servicer pursuant to this Agreement and/or the Transfer and Servicing Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (c) Neither the execution and delivery of this Agreement and the Transfer and Servicing Agreement, the acquisition of the Mortgage Loans by the Servicer, the sale of the Mortgage Loans to the Issuer or the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Transfer and Servicing Agreement will not conflict with or result in the a breach of any term or provision of the charter terms, articles of incorporation or by-laws of the Servicer or result in the breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject., or impair the ability of the Issuer to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (ivd) 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 sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement and by the Transfer and Servicing Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (e) The Servicer is an approved servicer of conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which 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; (f) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (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) There is has been no actionmaterial adverse change in the business, suitoperations, proceeding financial condition or investigation pending or, to assets of the best knowledge Servicer since the date of the Servicer, threatened against ’s most recent financial statements; (i) Neither the Servicer whichnor anyone acting on its behalf has offered, either individually transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the aggregateMortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto, would result nor will it act, nor has it authorized or will it authorize any person to act, in any material adverse such manner with respect to the Mortgage Loans; (j) The Servicer has delivered to the Master Servicer financial statements as requested by the Master Servicer. 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 generally accepted accounting principles consistently applied throughout the periods involved. There has been no change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment Servicer since the date of the right or ability of the Servicer to carry Servicer’s financial statements that would have a material adverse effect 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform its obligations under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.; and

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor Depositor, the Trustee and the Trustee, Owners that as of the Closing DateStartup Day: (ia) The Servicer is a national banking association corporation duly organized, formed and validly existing, and in good standing existing under the federal laws governing its creation and existence, is in compliance with the laws of each state in which any Property is located to the United States of America and has all licenses extent necessary to carry on enable it to perform its business as now being conducted obligations hereunder and is licensed, qualified and in good standing in each jurisdiction in which the nature of its business or the states where a Mortgaged Property is located if the laws of properties owned or leased by it make such state require licensing or qualification in order to conduct business of the type conducted by the Servicernecessary. The Servicer has all requisite corporate power and authority to execute own and deliver operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to perform in accordance herewith; which the execution, Servicer is a party. (b) The execution and delivery and performance of this Agreement (including all instruments of transfer and any other Operative Document to be delivered pursuant to this Agreement) which it is a party by the Servicer and its performance and compliance with the consummation of the transactions contemplated hereby terms hereof and thereof have been duly authorized by all necessary corporate action on the part of the Servicer and validly authorized. will not violate the Servicer's articles of incorporation 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 of, any material contract, agreement or other instrument to which the Servicer is a party or by which the Servicer is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Servicer or any of its properties. (c) This AgreementAgreement and the other Operative Documents to which the Servicer is a party, assuming due authorization, execution and delivery by the other parties heretohereto and thereto, evidences the each constitutes a valid, legal and binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with the terms hereof and thereof, except as enforceability the enforcement hereof and thereof may be limited by (A) applicable bankruptcy, insolvency, liquidationreorganization, receivership, moratorium, reorganization moratorium or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement is sought considered in a proceeding or action in equity or at law). (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or its properties or the consequences of which could materially and adversely affect its performance hereunder or under the other Operative Documents to which the Servicer is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Servicer has received service of process or, to the best of the Servicer's knowledge, threatened against the Servicer which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or 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 the validity or the enforceability of the Home Equity Loans or the Servicer's performance hereunder and under the other Operative Documents to which the Servicer is a party. (f) The statements contained in the Registration Statement which describe the Servicer or matters or activities for which the Servicer is responsible in accordance with the Operative Documents 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 not misleading. (g) 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. (h) All requisite corporate action has been taken 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 of the Operative Documents to make this Agreement valid which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and binding upon effect on the Servicer in accordance with its terms. date hereof, are not subject to any pending proceedings or appeals (iiadministrative, judicial or otherwise) No consentand 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, approval, authorization or order is required for and are adequate to authorize the consummation of the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over and the other Operative Documents on the part of the Servicer and the performance by the Servicer of its obligations under this Agreement and such of the other Operative Documents to which it is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtaineda party. (iiii) The consummation of 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 home equity mortgage servicing business. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer. (k) The Servicer and will is not result in default under any agreement involving financial obligations or on any outstanding obligation, in any such case which could materially adversely impact the breach of any term financial condition or provision of the charter or by-laws operations of the Servicer or result in adversely impact the breach Servicer's performance of any term or provision of, or conflict with or constitute a default its obligations under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subjectOperative Documents. (ivl) There is are no action, suit, proceeding or investigation pending or, to the best knowledge Sub-Servicers as of the Servicer, threatened against Startup Day. It is understood and agreed that the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to set forth in this Section 2.03 3.02 shall survive delivery of the respective Mortgage Files Home Equity Loans to the Trustee for the benefit of the CertificateholdersTrustee. Upon discovery by any of the Depositor, the Servicer 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 or and warranties set forth in this Section 2.033.02 which materially and adversely affects the interests of the Owners, 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 cure such breach in all material respects.

Representations and Warranties of the Servicer. The Servicer hereby makes warrants and represents to and covenants with, the following representations and warranties to Assignor, the Depositor Assignee and the Trustee, Trust as of the Closing Datedate hereof that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. formation; (b) The Servicer has full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and has full power and authority to perform in accordance herewith; its obligations under this Agreement and the execution, delivery and performance Servicing Agreement. The execution by the Servicer of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of the Servicer's business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with, or result in the a breach of any term or provision of, any of the terms, conditions or conflict with provisions of the Servicer's charter or constitute a default under bylaws or result in the acceleration of any obligation underlegal restriction, or any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.. The execution, delivery and performance by the Servicer of this Agreement have been duly authorized by all necessary corporate action on part of the Servicer. This Agreement has been duly executed and delivered by the Servicer, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (ivc) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Servicer in connection with the execution, delivery or performance by the Servicer of this Agreement or the consummation by it of the transaction contemplated hereby; (d) The Servicer shall establish a Custodial Account and an Escrow Account under the Servicing Agreement in favor of the Trust with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of the Assignor; (e) There is no action, suit, proceeding or investigation pending or, to the best knowledge of or threatened against the Servicer, threatened against the Servicer whichbefore any court, either individually administrative agency or in the aggregateother tribunal, would 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 taken in connection with the obligations of the Servicer contemplated hereinServicing Agreement, or which would materially impair which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Servicer to perform its obligations under this Agreement or the terms Servicing Agreement, and the Servicer is solvent; (f) The Servicer has serviced the Mortgage Loans in accordance with the Servicing Agreement and has provided accurate "paid through" data (assuming the correctness of this Agreement. The representations and warranties made pursuant all "paid through" data provided by the Assignor to this Section 2.03 shall survive delivery the Servicer at the time the Servicer began servicing the Mortgage Loans) with respect to the Mortgage Loans to the Assignor; (g) Except as reflected in the "paid through" data delivered to the Assignor (assuming the correctness of all "paid through" data provided by the Assignor to the Servicer at the time the Servicer began servicing the Mortgage Loans), there is no payment default existing under any Mortgage or any Mortgage Note as of the respective Securitization Closing Date; and (h) To the Servicer's knowledge, there is no non-payment default existing under any Mortgage Files to or Mortgage Note, or any event which, with the Trustee for passage of time or with notice and the benefit termination of any grace or cure period, would constitute a non-payment default, breach, violation or event which would permit acceleration as of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesSecuritization Closing Date.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations and warranties to the Depositor and the Trustee, as of the Closing Date: (i) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the charter amended and restated article of association or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject. (iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for Custodian on the Trustee's behalf and shall inure to the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on the Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Facility Limit Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Facility Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all material tax returns (including, without limitation, all foreign, federal, state and local income tax returns) required to be taken filed, is not liable for taxes payable by any other Person (other than any Person within the Servicer’s consolidated group or similar group) and has paid or made adequate provisions for the payment of all material taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at One Commerce Square, the Servicer or the Trustee of a breach of any of the representations or warranties 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Facility Limit Certificate, no Monthly Remittance Report or Facility Limit Certificate (each if prepared by the Servicer or to the 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 Lenders in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lenders was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Warehouse Facility, no Pledged Receivable constitutes (for purposes of the Warehouse Facility) either an “Eligible Pool A Receivable” or an “Eligible Pool B Receivable”, in each case as defined under the Warehouse Facility. (s) Each Subordination Agreement, as applicable, provides for the subordination of payments by LEAF Financial or any of its consolidated subsidiaries to its parent to the payment of any amounts under its senior credit agreement with PNC Bank, National Association (as successor to National City Bank).

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Trustee and the Trustee, Depositor as of the Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Fannie Mae and Freddie Mac, in good standing. No event has occurred, ixxxxxxnx xut nox xxxxxed to a change in insurance coverage, that would make the terms Servicer unable to comply with Fannie Mae and Freddie Mac eligibility requirements or that would requxxx xxtificatiox xx Xxnnie Mae or Freddie Mac. (f) The Servicer is x xxxber of this AgreementMXXX xx good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The With respect to a Mortgage Loan Package, the Servicer hereby makes the following representations represents, warrants and warranties covenants to the Depositor and the TrusteeOwner that, as of the related Closing Date: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted jurisdiction in which it is organized and is licensed, qualified and licensed to transact business in and is in good standing in under the laws of each of the states state where a each Mortgaged Property is located if to the laws extent necessary to ensure the enforceability of such state require licensing or qualification in order to conduct business each Mortgage Loan and the servicing of the type conducted by Mortgage Loan in accordance with the Servicerterms of this Agreement. The Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks ; and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms.term; (iib) No consent, approval, authorization or order is required for The Servicer has the full power and authority to (i) perform and enter into and consummate all transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior and (ii) to the Closing Date, be obtained.service each Mortgage Loan; (iiic) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer Servicer, which is in the business of servicing loans; (d) Neither the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in the a breach of any term or provision of the charter terms, conditions or by-laws provisions of the Servicer Servicer's certificate of limited partnership or partnership agreement or result in the a material breach of any term legal restriction or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.; (ive) The Servicer is an approved servicer for Fannie Mae and Freddie Mac in good standing. No event has occurred, xxxxxdxxx a chxxxx xx insurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements; (f) There is no xx xx action, suitxxxx, proceeding proceeding, investigation or investigation litigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthreatened, which either individually in any one instance or in the aggregate, if determined adversely to the Servicer would result materially and adversely affect the Servicer's ability to service the Mortgage Loans hereunder in accordance with the terms hereof, or the Servicer's ability to perform its obligations under this Agreement; (g) No consent, approval, authorization or order of any material adverse change in court or governmental agency or body is required for the businessexecution, operations, financial condition, properties or assets of delivery and performance by the Servicer, of or in any material impairment of the right or ability of compliance by the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of with, this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date; (h) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing 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; (i) 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; (j) The Servicer is a member of any action taken or to be taken MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the obligations servicing of the Mortgage Loans registered with MERS; (k) The Servicer contemplated hereinhas serviced, and shall at all times service, the Mortgage Loans in accordance with the Acceptable Servicing Procedures, the Mortgage Note and applicable federal, state and local laws and regulations, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws, and the Servicer shall maintain in its possession, available for the Owner's inspection and shall deliver to the Owner upon demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (l) The Servicer has fully furnished (or caused to be furnished), 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, or which would materially impair the ability any their successors and assigns (three of the credit repositories), on a monthly basis; and (m) No statement, report or other document prepared and furnished by the Servicer or to perform under be prepared and furnished by the terms of this Agreement. The representations and warranties made Servicer pursuant to this Section 2.03 shall survive delivery Agreement in connection with the transactions contemplated hereby contain or will contain any untrue statement of fact or omit to state a fact necessary to make the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesstatements contained therein not misleading.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on the Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Facility Limit Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Facility Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Government Entity is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all material tax returns (including, without limitation, all foreign, federal, state and local income tax returns) required to be taken filed, is not liable for taxes payable by any other Person (other than any Person within the Servicer’s consolidated group or similar group) and has paid or made adequate provisions for the payment of all material taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at 1000 Xxxxxx Xxxxxx, the Servicer or the Trustee of a breach of any of the representations or warranties 0xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lenders upon receipt of a notice delivered to the Lenders pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Facility Limit Certificate, no Monthly Remittance Report or Facility Limit Certificate (each if prepared by the Servicer or to the 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 Lenders in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lenders was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Warehouse Facility, no Pledged Receivable will constitute (for purposes of the Warehouse Facility) either an “Eligible Pool A Receivable” or an “Eligible Pool B Receivable”, in each case as defined under the Warehouse Facility.

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Backup Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each Rollover Interest Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate or Monthly Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' ’ rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer which, either individually or in the aggregate, would 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 or with respect to carry on this Agreement, which, if adversely determined, could have a Material Adverse Effect. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its business substantially as now conducted or which would draw into question the validity of obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be taken filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Servicer except for those taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer’s records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at One Commerce Square, the Servicer or the Trustee of a breach of any of the representations or warranties 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000. (i) The Servicer’s legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 2.036.18), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Lender upon receipt of a notice delivered to the Lender pursuant to Section 6.18). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report or Borrowing Base Certificate, no Monthly Remittance Report or Borrowing Base Certificate (each if prepared by the Servicer or to the 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 Lender in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an “investment company” or an “affiliated person” of or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Event of Default or Unmatured Event of Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Originator’s and the Servicer’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Lender was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA in all material respects. No steps have been taken to terminate any Servicer Pension Plan which could result in material liability, and no contribution failure has occurred with respect to any Servicer Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Servicer Pension Plan which could result in the Servicer or any ERISA Affiliate of Servicer incurring any material liability, fine or penalty. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (r) Notwithstanding anything to the contrary in the Netbank Facility, no Pledged Receivable constitutes (for purposes of the Netbank Facility) an “Eligible Receivable” as defined under the Netbank Facility. (s) Each Subordination Agreement, as applicable, provides for the subordination of payments by LEAF Financial or any of its consolidated subsidiaries to its parent to the payment of any amounts under its senior credit agreement with PNC Bank, National Association (as successor to National City Bank).

Representations and Warranties of the Servicer. The Servicer (so long as the Servicer is not the Back-Up Servicer as successor Servicer) hereby makes the following representations represents and warranties to the Depositor and the Trusteewarrants, as of the Closing date hereof, on each Borrowing Date, on each Remittance Date and on the first day of each CP Rollover Fixed Period, as follows: (ia) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Monthly Remittance Report or Commercial Paper Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Capital Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Servicer is a national banking association corporation duly organizedincorporated, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America its incorporation and has the power and all licenses necessary to carry own its assets and to transact the business in which it is engaged (which includes servicing Receivables on its business as now being conducted behalf of third parties and itself) and is licensed, duly qualified and in good standing in under the laws of each jurisdiction where its servicing of the Pledged Receivables requires such qualification. (c) The Servicer has the power, authority and legal right to make, deliver and perform this Agreement and each of the states where Transaction Documents to which it is a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business party and all of the type conducted by the Servicer. The Servicer transactions contemplated hereby and thereby, and has power and authority taken all necessary action to execute and deliver this Agreement and to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement (including all instruments and each of transfer the Transaction Documents to be delivered pursuant which it is a party. This Agreement and each of the Transaction Documents to this Agreement) by which the Servicer is a party constitutes the legal, valid and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' rights generally or creditors of national banks and (B) by general principles of equity, equity (whether enforcement such enforceability is sought considered in a proceeding in equity or at law). All requisite corporate action has been taken No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Servicer to make of this Agreement valid and binding upon or any Transaction Document to which it is a party or the Servicer in accordance with its terms. (ii) No consent, approval, authorization validity or order is required for the transactions contemplated by enforceability of this Agreement from or any courtsuch Transaction Document, governmental agency other than such as have been met or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iiid) The consummation execution, delivery and performance of the transactions contemplated by this Agreement are in the ordinary course of business of by the Servicer and all other agreements and instruments executed and delivered or to be executed and delivered by the Servicer pursuant hereto or thereto in connection with the Pledge of the Pledged Assets will not result in (i) create any Adverse Claim on the breach Pledged Assets or (ii) violate any provision of any term existing law or provision regulation or any order or decree of any court, regulatory body or administrative agency or the charter certificate of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement material contract or other instrument agreement to which the Servicer is a party or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to by which the Servicer or any of its property is subjector assets may be bound. (ive) There No litigation or administrative proceeding of or before any court, tribunal or governmental body is no action, suit, proceeding or investigation presently pending or, to the best knowledge of the Servicer, threatened against the Servicer whichor any properties of the Servicer or with respect to this Agreement, either individually or in the aggregate, would result in any which could reasonably be expected to have a material adverse change in effect on the business, operations, assets or financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability condition of the Servicer to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement, any Transaction Document to which the Servicer is a party. (f) No injunction, writ, restraining order or other order of any nature adversely affects the Servicer's performance of its obligations under this Agreement or any Transaction Document to which the Mortgage Loans Servicer is a party. (g) The Servicer has filed (on a consolidated basis or of any action taken or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be taken filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Servicer. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Servicer in connection with the obligations execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (h) The chief executive office of the Servicer contemplated herein, or which would materially impair (and the ability location of the Servicer to perform under Servicer's records regarding the terms of this Agreement. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files Pledged Receivables (other than those delivered to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the DepositorCustodian)) is located at 00000 Xxxxxxxxx Xxxxx (Xxxxx 000), the Servicer or the Trustee of a breach of any of the representations or warranties Xxxxxx, Xxxxx 00000. (i) The Servicer's legal name is as set forth in this Agreement; other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by the Agent upon receipt of a notice delivered to the Agent pursuant to Section 2.036.20), the party discovering Servicer has not changed its name since its formation; the Servicer does not have tradenames, fictitious names, assumed names or "doing business as" names other than as disclosed on Schedule II hereto (as such breach shall give prompt written schedule may be updated from time to by the Agent upon receipt of a notice delivered to the Agent pursuant to Section 6.20). (j) The Servicer is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Servicer is paying its debts as they become due; and the Servicer, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (k) As of the date hereof and as of the date of delivery of any Monthly Remittance Report, Borrowing Base Certificate or Commercial Paper Remittance Report, no Monthly Remittance Report, Borrowing Base Certificate or Commercial Paper Remittance Report (each if prepared by the Servicer or to the 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 the Lender in connection with this Agreement is or will be inaccurate in any material respect, 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. (l) The Servicer is not an "investment company" or an "affiliated person" of or "promoter" or "principal underwriter" for an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended, nor is the Servicer otherwise subject to regulation thereunder. (m) No Servicer Default has occurred and is continuing. (n) Each of the Pledged Receivables was underwritten and is being serviced in conformance with Servicer's standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (o) Any Computer Tape or Listing made available by the Servicer to the Agent was complete and accurate in all material respects as of the date on which such Computer Tape or Listing was made available. (p) The Servicer is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA. (q) There is not now, nor will there be at any time in the future, any agreement or understanding between the Servicer and the Borrower (other partiesthan as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor and the Trustee, Owner as of the each Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings bank, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicerconducted. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Fannie Mae and Freddie Mac, in good standing. No event has occurrex, xxcluding xxx xxx limited to a change in insurance coverage, that would make the terms of this AgreementServicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements. (f) The Serxxxxx is a memxxx xx MERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The Servicer hereby makes warrants and represents to and covenants with, the following representations and warranties to Assignor, the Depositor Assignee and the Trustee, Trust as of the Closing Datedate hereof that: (ia) The Servicer is a national banking association duly organized, validly existing, existing and in good standing under the federal laws of the United States jurisdiction of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. formation; (b) The Servicer has full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and has full power and authority to perform in accordance herewith; its obligations under this Agreement and the execution, delivery and performance Servicing Agreement. The execution by the Servicer of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained. (iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of the Servicer's business of the Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Servicer conflict with, or result in the a breach of any term or provision of, any of the terms, conditions or conflict with provisions of the Servicer's charter or constitute a default under bylaws or result in the acceleration of any obligation underlegal restriction, or any agreement, indenture or loan or credit material agreement or other instrument to which the Servicer is now a party or its property by which it is subjectbound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject.. The execution, delivery and performance by the Servicer of this Agreement have been duly authorized by all necessary corporate action on part of the Servicer. This Agreement has been duly executed and delivered by the Servicer, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (ivc) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Servicer in connection with the execution, delivery or performance by the Servicer of this Agreement or the consummation by it of the transaction contemplated hereby; (d) There is no action, suit, proceeding or investigation pending or, to the best knowledge of or threatened against the Servicer, threatened against the Servicer whichbefore any court, either individually administrative agency or in the aggregateother tribunal, would 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 taken in connection with the obligations of the Servicer contemplated hereinServicing Agreement, or which would materially impair which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Servicer to perform its obligations under this Agreement or the terms of this Servicing Agreement. The representations , and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties.is solvent;

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Trustee and the Trustee, Depositor as of the Closing DateDate as follows: (ia) The Servicer is a national banking association federally chartered savings association, duly organized, validly existing, existing and in good standing under the federal laws of the United States of America and States, has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a the Mortgaged Property is located Properties are located, if the laws of such state states require licensing or qualification in order to conduct business of the type conducted by the ServicerServicer and to the extent necessary to ensure the servicing of each Mortgage Loan in accordance with this Agreement. The Servicer has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance herewith; the therewith. The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Agreement evidences the valid, binding and enforceable obligation obligations of the Servicer, subject as to applicable law except as enforceability may be limited by enforcement, (Ai) to bankruptcy, insolvency, liquidation, receivership, moratoriumconservatorship, reorganization reorganization, arrangement, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and (Bii) to general principles of equity, whether such enforcement is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms. (iib) No consent, approval, authorization authorization, or order is required for of any court or governmental agency or body relating to the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over is required as to the Servicer is required or, if required, such consent, approval, authorization authorization, or order has been or will, prior to the Closing Date, be obtained. (iiic) The consummation of the transactions contemplated by this Agreement Agreement, including without limitation the fulfillment of, or compliance with, the terms and conditions of this Agreement, are in the ordinary course of business of the Servicer and will shall not (i) result in the breach of any term or provision of the charter or by-laws of the Servicer or Servicer, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under under, or result in the acceleration of any obligation under, any material agreement, indenture or indenture, loan or credit agreement agreement, or other instrument to which the Servicer or its property is subject, or (iii) result in the violation of any law, rule, regulation, order, judgment judgment, or decree to which the Servicer or its property is subject. (ivd) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Servicer's knowledge, threatened against the Servicer whichthat, either individually in any one instance or in the aggregate, would result in any material adverse change is likely (in the businessServicer's judgment), operations, financial condition, properties or assets of the Servicer, or to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted conducted, or which that would draw into question adversely affect the validity of this Agreement or the Mortgage Loans Agreement, or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which that would be likely to materially impair the ability of the Servicer to perform under its obligations hereunder. (e) The Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac, in good standing. No event has occurred, including but not limited to a change in insurance coverage, that would make the terms Servicer unable to comply with Xxxxxx Mae and Xxxxxxx Mac eligibility requirements or that would require notification to Xxxxxx Mae or Xxxxxxx Mac. (f) The Servicer is a member of this AgreementMERS in good standing. The representations Servicer shall comply in all material respects with the rules and warranties made pursuant to this Section 2.03 shall survive delivery procedures of MERS in connection with the respective servicing of each MERS Loan for as long as each such Mortgage Files to Loan is registered on the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other partiesMERS(R) System.

Representations and Warranties of the Servicer. The Servicer hereby makes the following representations represents and warranties warrants to the Depositor Agent and the Trustee, Purchasers that as of the date hereof and the Closing Date and each Borrowing Date: (ia) The Servicer It is a national banking association duly organized, limited liability company validly existing, existing and in good standing under the federal laws of the United States State of America Nevada, with full power and has all licenses necessary authority under such laws to carry on own its properties and conduct its business as now being such properties are currently owned and such business is currently conducted and is licensedto execute, qualified deliver and in good standing in each of the states where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer. The Servicer has power and authority to execute and deliver perform its obligations under this Agreement and the other Related Documents to which it is a party. (b) It has the power, authority and right to make, execute, deliver and perform in accordance herewith; this Agreement and the other Related Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation other Related Documents to which it is a party. When executed and delivered, each of the transactions contemplated hereby have been duly this Agreement and validly authorized. This Agreement, assuming due authorization, execution and delivery by the other parties heretoRelated Documents to which it is a party will constitute its legal, evidences the validvalid and binding obligations, binding and enforceable obligation of the Serviceragainst it in accordance with its terms, subject subject, as to such enforceability, to applicable law except as enforceability may be limited by (A) bankruptcy, reorganization, insolvency, liquidation, receivership, moratorium, reorganization moratorium and other laws relating to or other similar laws affecting the enforcement of creditors' rights generally or creditors from time to time in effect. The enforceability of national banks and (B) its obligations under such agreements may also be limited by general principles of equity, regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law. All requisite corporate action has been taken by , and no representation or warranty is made with respect to the Servicer enforceability of its obligations under any indemnification provisions in such agreements to make this Agreement valid and binding upon the Servicer extent that indemnification is sought in accordance connection with its termssecurities laws violations. (iic) No consent, approvallicense, approval or authorization of, or order registration with, any Governmental Authority is required for to be obtained in connection with the transactions contemplated by execution, delivery or performance of each of this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over and the Servicer other Related Documents to which it is required or, if required, such consent, approval, authorization or order a party that has not been or will, prior to duly obtained by it and that is not and will not be in full force and effect on the Closing Date, except such that may be obtainedrequired by the blue sky laws of any state and except for any UCC filings necessary to perfect the Liens granted pursuant to the Indenture or mortgage recordings required following an Assignment Event. (iiid) The consummation execution, delivery and performance of the transactions contemplated by each of this Agreement are in and the ordinary course of business of the Servicer and will other Related Documents to which it is a party do not result in the breach violate any provision of any term existing law or provision of the charter regulation applicable to it, any order or by-laws of the Servicer or result in the breach decree of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument court to which the Servicer or its property it is subject, its limited liability company agreement, or result in the violation of any lawmortgage, ruleindenture, regulation, order, judgment contract or decree other agreement to which the Servicer it is a party or by which it or any significant portion of its property properties is subject. bound (iv) There is no actionother than violations of such laws, suitregulations, proceeding or investigation pending ororders, to the best knowledge of the Servicerdecrees, threatened against the Servicer whichmortgages, either indentures, contracts and other agreements that, individually or in the aggregate, would result in any not have a 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 effect on its business substantially as now conducted or which would draw into question the validity of ability to perform its obligations under this Agreement or the Mortgage Loans other Related Documents to which it is a party). (e) Except as disclosed in writing to the Agent prior to the Closing Date, there is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, the other Related Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any action taken significant portion of its properties that it expects to have a material adverse effect on the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the other Related Documents to which it is a party. (f) No report, statement, exhibit or other written information required to be taken furnished by it or any of its Affiliates to the Agent or any Purchaser pursuant to this Agreement or the other Related Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent at such time) as of the date so furnished. (g) Each of the Related Documents to which it is a party is in full force and no Default or Event of Default with respect to it has occurred and is continuing. (h) The Servicer repeats and reaffirms to the Agent and the Owners each of the representations and warranties made by it in Section 2.1 of the Sale and Servicing Agreement and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects. (i) Any taxes, fees and other charges of Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the obligations execution, delivery and performance by it of this Agreement and the other Related Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated hereby or thereby have been paid or will be paid at or prior to the Closing Date to the extent then due. (j) As of the Closing Date, the chief executive office of the Servicer contemplated herein, or which would materially impair is at the ability of the Servicer to perform under the terms of this Agreement. The representations and warranties made pursuant to this address indicated in Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders. Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the representations or warranties set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the other parties9.2 hereof.