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

Representations and Warranties Regarding the Seller and the Servicer. The Seller and Servicer each represent and warrant each as to itself that, as of the Closing Date: (i) Each of the Seller and the Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties; (ii) Each of the Seller and the Servicer has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicer, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations or any of the Seller’s or the Servicer’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and the Servicer’s performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practices; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim; (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (xv) The Seller represents, warrants and covenants that so long as the Notes remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)).

Representations and Warranties Regarding the Seller and the Servicer. (a) The Seller represents and Servicer each represent and warrant each as to itself warrants that, as of the Closing Date: (i) Each of the The Seller and the Servicer is a national banking association, corporation licensed as a mortgage banker duly organized, validly existing and in good standing under the laws of the United States state of its incorporation and has has, and had at all relevant times, full corporate power to originate the power and authority Mortgage Loans, to own its assets property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Seller has all necessary licenses and is qualified to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in under the laws of each jurisdiction in which the character of the business transacted by it state where a Mortgaged Property is located or properties owned is otherwise exempt under applicable law from such qualification or leased by it requires is otherwise not required under applicable law to effect such qualification and in which no demand for such qualification has been made upon the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged PropertiesSeller by any state having jurisdiction; (ii) Each The execution and delivery of this Agreement by the Seller and the Servicer performance by it of and compliance with the terms of this Agreement will not violate the Seller'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 or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or any of its assets; (iii) The Seller has the full power and authority to make, execute, deliver enter into and perform consummate all transactions contemplated by this Agreement and to consummate all of the transactions contemplated under this Agreementbe consummated by it, and has taken all necessary action to authorize duly authorized the execution, delivery and performance of this Agreement. When , and has duly executed and delivereddelivered this Agreement. This Agreement, this Agreement will constitute its legalassuming due authorization, valid execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Seller, enforceable against it in accordance with its termsthe terms hereof, except as such enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement rights of creditors’ rights generally creditors generally, and by the availability general equity principles (regardless of equitable remedies; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it whether such enforcement is presently conducted. It is not required to obtain the consent of any other party considered in a proceeding in equity or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Dateat law); (iv) The execution, delivery and performance of this Agreement by it will Seller is not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by the Seller and the performance by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicerjurisdiction, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations of the Seller or any of the Seller’s or the Servicer’s its properties or materially and adversely affect the performance of any of its duties hereunder; (ixv) There are no actions or proceedings against, or investigations of itof, the Seller pending or, to its knowledgethe knowledge of the Seller, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and performance by the Servicer’s performance Seller of any of their respective its obligations under, or the validity or enforceability of, this Agreement; (xvi) The Servicer represents No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warrants that the collection practices used performance by the Servicer with respect Seller of, or compliance by the Seller with, this Agreement, or for the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing PracticesClosing Date; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xiivii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement Trust with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase AgreementTrust; (xiiiviii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim; (xivix) [reserved]; (x) No Officer's Certificate, statement, report or other document prepared by the Seller and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact; (xi) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (xii) The transactions contemplated by this Agreement are in the ordinary course of business of the Seller; and (xvxiii) The Seller representshas caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Mortgage Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. (b) The Servicer represents and warrants that, as of the Closing Date: (i) The Servicer is a federally chartered savings bank duly organized, validly existing and covenants in good standing under the laws of the United States and has, and had at all relevant times, full power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Servicer and the performance by it of and compliance with the terms of this Agreement will not violate the Servicer's charter or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets; (iii) The Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally or the rights of creditors of insured institutions, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) The Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (v) There are no actions or proceedings against, or investigations of, the Servicer pending or, to the knowledge of the Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of any of its obligations under, or the validity or enforceability of, this Agreement; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement, or for the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that so long have been obtained prior to the Closing Date; (vii) No Officer's Certificate, statement, report or other document prepared by the Servicer and furnished or to be furnished by it pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact; (viii) The Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (ix) The transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; and (x) The collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business. (c) The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Mortgage Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee, such longer period specified in such consent, the Seller or the Servicer, as the Notes remain outstandingcase may be, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e))cure such breach in all material respects.

Representations and Warranties Regarding the Seller and the Servicer. (a) The Seller and Servicer each represent and warrant each as to itself that, as of the Closing DateDate with respect to the Initial Mortgage Loans and as of the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans: (i) Each of the Seller and the Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties; (ii) Each of the Seller and the Servicer has the power and authority to make, execute, deliver and perform this Agreement and each Subsequent Transfer Agreement (in the case of the Seller) and to consummate all of the transactions contemplated under this AgreementAgreement and each Subsequent Transfer Agreement (in the case of the Seller), and has taken all necessary action to authorize the execution, delivery and performance of this AgreementAgreement and each Subsequent Transfer Agreement (in the case of the Seller). When executed and delivered, this Agreement and each Subsequent Transfer Agreement (in the case of the Seller) will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing DateDate with respect to the Initial Mortgage Loans and as of the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles articles of Incorporation incorporation or Bylawsbylaws or other formation documents, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicer, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations or any of the Seller’s or the Servicer’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and the Servicer’s performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practices; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim; (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and; (xv) The Seller represents, warrants and covenants that so long as the Class A Notes remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)); (xvi) The Seller represents and warrants that the transfer involves a securitization of the financial assets and meets specified conditions for treatment as a sale under relevant accounting principles; (xvii) The Seller represents and warrants that the Seller received adequate consideration for the sale of the Mortgage Loans at the time of the transfer; (xviii) The Seller represents and warrants that the Seller and the Depositor intended that the transfer constitute a sale for accounting purposes and the Mortgage Loan Purchase Agreement reflects such intentions; and (xix) The Seller represents and warrants that the Mortgage Loans were not transferred fraudulently, in contemplation of the Seller’s insolvency, or with the intent to hinder, delay, or defraud the Seller or its creditors. (b) The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Mortgage Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Indenture Trustee, the Class A Noteholders or the Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Insurer. Within 60 days of its discovery or its receipt of notice of breach, or, with the prior written consent of a Responsible Officer of the Indenture Trustee and the Insurer, such longer period specified in such consent, the Seller or the Servicer, as appropriate, shall cure such breach in all material respects.

Representations and Warranties Regarding the Seller and the Servicer. (a) The Seller and the Servicer each represent and warrant each as to itself that, as of the Closing Transfer Date: (i) [Each of the Seller and the Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and continues to hold a valid certificate to do business as such, and has the power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified authorized to do transact business and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification authorization and in which the failure to be so to qualify authorized would have a material adverse effect on (a) its the business, properties, assets assets, or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability each of the Mortgage Loans or (d) Seller and the ability to foreclose on the related Mortgaged PropertiesServicer and their respective subsidiaries, considered as one enterprise; (ii) Each of the Seller and the Servicer has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated under this the Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its the legal, valid and binding obligation of each of the Seller and the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remediesremedies and except as enforcement of such terms may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consentsconsent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicer, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations or any of the Seller’s or the Servicer’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and the Servicer’s performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practices; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim; (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (xv) The Seller represents, warrants and covenants that so long as the Notes remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)).

Representations and Warranties Regarding the Seller and the Servicer. The Each of the Seller and the Servicer represents and warrants to each represent other, the Trustee, the Certificate Insurer and warrant each the Certificateholders as to itself that, of the date of this Agreement and as of the Closing DateDate that: (i) Each of the Seller and the Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States jurisdiction where it was organized and has the corporate power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties;. (ii) Each of the Seller and the Servicer has the corporate power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its the legal, valid and binding obligation of each of the Seller and the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' or obligees' rights generally and or the rights of creditors or obliges of federally chartered savings banks, the deposits of which are insured by the availability SAIF, and except as such enforceability may be limited by general principles of equitable remedies;equity (whether considered in a proceeding at law or in equity). (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for any such consentsconsent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, as shall have been obtained or filed, as the case may be, prior to the Closing Date;. (iv) The execution, delivery and performance of this Agreement by it each of the Seller and the Servicer will not conflict with or result in a breach of, or constitute a default under, violate any provision of any existing law or regulation or any order or decree of any court applicable to each of the Seller or and the Servicer or any of its properties or any provision of its Articles the charter or bylaws of Incorporation or Bylawseach of the Seller and the Servicer, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it each of the Seller and the Servicer is a party or by which it each of the Seller and the Servicer may be bound;. (v) No certificate litigation or administrative proceeding of an officeror before any court, statement furnished in writing tribunal or report delivered pursuant governmental body is currently pending, or to the terms hereof by knowledge of each of the Seller and the Servicer threatened, against each of the Seller and the Servicer or any of its properties or with respect to this Agreement or the Servicer contains any untrue statement of Certificates which could have a material fact or omits to state any material fact necessary to make adverse effect on the certificate, statement or report not misleading;transactions contemplated by this Agreement. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation ofhas fully complied, and the execution and delivery of this Agreement by it and its performance and compliance will continue to maintain full compliance, with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicer, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations or any of the Seller’s or the Servicer’s properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and the Servicer’s performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practices; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim; (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (xv) The Seller represents, warrants and covenants that so long as the Notes remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act Act, as amended (12 U.S.C. Section U.S.C.(S) 1823(e)). Upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties in this Section 2.3 which materially and adversely affects the interests of the Certificateholders, such party shall give prompt written notice of such breach to the other parties. Within sixty (60) days after its discovery or receipt of notice of any such breach, or, with the prior written consent of a Responsible Officer of the Trustee, within such longer period specified in such consent, the Seller or the Servicer, as applicable, shall cure such breach in all material respects.

Representations and Warranties Regarding the Seller and the Servicer. The Seller and Servicer each represent and warrant each as to itself that, as of the Closing Date: (i) Each of the Seller and the Servicer hereby represents, warrants and covenants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, the Note Insurer and the Noteholders that as of the Closing Date, each Subsequent Transfer Date or as of such date specifically provided herein: (a) The Seller and Servicer is a national banking association, duly organized, validly existing existing, and in good standing under the laws of the United States of America and has the power and authority all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business as now being conducted and is licensed, qualified and in good standing in each jurisdiction Mortgaged Property State if the laws of such state require licensing or qualification in which the character order to conduct business of the business transacted type conducted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties; (ii) Each of the Seller and Servicer and to perform its obligations as Seller and Servicer hereunder; the Seller and Servicer has the full power and authority corporate and otherwise to makeown its property, execute, to carry on its business as presently conducted to execute and deliver and perform this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement. When executed ) by the Seller and delivered, Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement will constitute its legalevidences the valid, valid binding and enforceable obligation of the Seller and Servicer; and all requisite action has been taken by the Seller and Servicer to make this Agreement valid, binding obligation and enforceable upon the Seller and Servicer in accordance with its terms, except as such enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or and other, similar laws relating to or affecting the enforcement of creditors’ ' rights generally and or by the availability application of general equitable remediesprinciples in any proceeding, whether at law or in equity; (iiib) Each of the Seller All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not licenses required to obtain the consent of any other party be taken, given or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filedobtained, as the case may be, prior by or from any federal, state or other governmental authority or agency that are necessary in connection with the purchase and sale of the Mortgage Loans and the execution and delivery by the Seller and Servicer of the documents relating to the Closing Datetransactions contemplated by this Agreement, the Purchase Agreement and each Subsequent Transfer Agreement in the case of the Seller, to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other documents on the part of the Seller and Servicer and the performance by the Seller and Servicer of its obligations as Seller or Servicer under this Agreement and such of the other documents to which it is a party; (ivc) The execution, delivery and performance consummation of the transactions contemplated by this Agreement by it will not conflict with result in the breach of any terms or provisions of the charter or bylaws of the Seller and Servicer or result in a 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 provision of any existing law material agreement, indenture, contract or regulation loan or any order credit agreement or decree of any court applicable other material instrument to which the Seller or the and Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach ofproperty is subject, or result in the creation or imposition violation of any lienlaw, charge rule, regulation, order, judgment or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement decree to which it the Seller and Servicer or its property is a party or by which it may be boundsubject; (vd) No certificate of an officerNeither this Agreement nor any statement, statement furnished in writing report or report delivered pursuant to the terms hereof other document prepared by the Seller and furnished or to be furnished pursuant to this Agreement or in connection with the Servicer transactions contemplated hereby contains any untrue statement of a material fact or omits to state any a material fact necessary to make the certificatestatements contained herein or therein, statement or report in the light of the circumstances under which they were made, not misleading; (vie) The There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Seller and Servicer, threatened, before any court, administrative agency or tribunal against the Seller and Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller and Servicer or in any material prohibition or impairment of the right or ability of the Seller and Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Seller and Servicer or which would draw into question the validity or enforceability of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Seller and Servicer contemplated herein, or which would be likely to impair materially the ability of the Seller and Servicer to perform under the terms of this Agreement or that might prohibit its entering into this Agreement or the consummation of any of the transactions contemplated by this Agreement are in the ordinary course of the Seller’s and the Servicer’s businesshereby; (viif) Neither the The Seller nor the and Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is not in violation ofof or in default with respect to, and the execution and delivery of this Agreement by it the Seller and Servicer and its performance of and compliance with the terms of this Agreement hereof will not constitute a violation or default with respect to, any order or decree of any court or any order order, regulation or regulation demand of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Serviceragency, which violation or default might have consequences that would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwiseother) or operations or any of the Seller’s Seller and Servicer or the Servicer’s its properties or might have consequences that would materially and adversely affect the its performance of hereunder or under any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s and the Servicer’s performance of any of their respective obligations under, or the validity or enforceability of, this Subservicing Agreement; (xg) The Servicer represents and warrants that the collection practices used With respect to any Mortgage Loan purchased by the Servicer with respect to the Mortgage Loans have beenSeller, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practices; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans Loan in good faith, without notice of any adverse claim; (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (xvh) The Seller representsServicer is an approved seller/servicer of conventional first and second mortgage loans for Fannie Mae and an approved seller/xxxxxxex xf conventional second mortgage loans for Freddie Mac in good standing, warrants and covenants that so long as xxx Xxxvicer's deposits are insured by the Notes remain outstanding, FDIC to the maximum extent permitted by law. The representations and warranties set forth in this Agreement Section shall be treated as an official record survive the sale and assignment of the Seller within Mortgage Loans to the meaning Trust. Upon discovery of Section 13(e) a breach of any representations and warranties which materially and adversely affects the interests of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e))Noteholders or the Note Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Note Insurer. Within 60 days of its discovery or its receipt of notice of breach, or, with the prior written consent of a Responsible Officer of the Indenture Trustee, such longer period specified in such consent, the Servicer shall cure such breach in all material respects.

Representations and Warranties Regarding the Seller and the Servicer. The Seller and Servicer each represent and warrant each as to itself that, as of the Closing Date: (i) Each of the Seller and the Servicer is a national banking association, duly organized[ ], validly existing and in good standing under the laws of the United States [ ] and has the power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties; (ii) Each of the Seller and the Servicer has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's and the Servicer’s 's business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicer, which violation would materially and adversely affect the Seller’s or the Servicer’s condition (financial or otherwise) or operations or any of the Seller’s or the Servicer’s properties or materially and adversely affect the performance of any of its duties hereunder;[Reserved] (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's and the Servicer’s 's performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practicesbusiness; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim;; and (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (xv) The Seller represents, warrants and covenants that so long as the Notes remain outstanding, this Agreement shall be treated as an official record of the Seller within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e)).

Representations and Warranties Regarding the Seller and the Servicer. (a) The Seller and the Servicer each represent and warrant each as to itself that, as of the Closing Transfer Date: (i) Each of the Seller and the Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States its state of incorporation and has the power and authority to own its assets and to transact the business in which it is currently engaged. Each of the Seller and the Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans or (d) the ability to foreclose on the related Mortgaged Properties; (ii) Each of the Seller and the Servicer has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies; (iii) Each of the Seller and the Servicer holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing related Transfer Date; (iv) The execution, delivery and performance of this Agreement by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or the Servicer or any of its properties or any provision of its Articles of Incorporation or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Servicer contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's and the Servicer’s 's business; (vii) Neither the Seller nor the Servicer is insolvent, nor will the Seller or the Servicer be made insolvent by the transfer of the Mortgage Loans, nor is the Seller or the Servicer aware of any pending insolvency; (viii) Neither the Seller nor the Servicer is in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or the Servicerjurisdiction, which violation would materially and adversely affect the Seller’s or 's and the Servicer’s 's condition (financial or otherwise) or operations or any of the Seller’s or 's and the Servicer’s 's properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit the Seller or the Servicer from entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's and the Servicer’s 's performance of any of their respective obligations under, or the validity or enforceability of, this Agreement; (x) The Servicer represents and warrants that the collection practices used by the Servicer with respect to the Mortgage Loans have been, in all material respects, legal, proper, prudent and customary in the home equity mortgage servicing business and in accordance with Accepted Servicing Practicesbusiness; (xi) The Servicer represents and warrants that it believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Servicer for servicing the Mortgage Loans on the terms set forth herein; (xii) The Seller represents and warrants that it did not sell the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement with any intent to hinder, delay or defraud any of its creditors; and the Seller will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Depositor as Purchaser under the Mortgage Loan Purchase Agreement; (xiii) The Seller represents and warrants that it acquired title to the Mortgage Loans in good faith, without notice of any adverse claim;; and (xiv) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Mortgage Loan Purchase Agreement and this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and. (xvb) The Seller represents, warrants representations and covenants that so long as warranties set forth in this Section shall survive the Notes remain outstanding, this Agreement shall be treated as an official record sale and assignment of the Seller within Mortgage Loans to the meaning Trust. Upon discovery of Section 13(e) a breach of any representations and warranties which materially and adversely affects the interests of the Federal Deposit Insurance Act (12 U.S.C. Section 1823(e))Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of breach or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Seller or the Servicer, as appropriate, shall cure such breach in all material respects.