Common use of Representations of the Master Servicer Clause in Contracts

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Trustee, the Company, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to enable it to perform its obligations under the terms of this Agreement; the Master 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 by the Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Master Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Master Servicer is now a party or by which it is bound, or constitute a 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 Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (c) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (d) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Master Servicer, threatened against the Master 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 Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or which would materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and (f) Neither this Agreement nor any statement, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact regarding the Master Servicer or omits to state a material fact necessary to make the statements regarding the Master Servicer contained herein or therein not misleading. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive the delivery of the respective Mortgage Files to the Trustee or to a custodian, as the case may be, and inure to the benefit of the Trustee, the Certificateholders and the Certificate Insurer.

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the CompanySeller, the Certificate Insurer Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Certificateholders Noteholders as of the Closing DateDate and during the term of this Agreement that: (a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the its state of incorporation and has the power to own its incorporation assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in compliance with the laws of good standing in each state jurisdiction in which any Mortgaged Property is located to the extent necessary to enable character of the business transacted by it to perform or properties owned or leased by it or the performance of its obligations under hereunder requires such qualification and in which the terms failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of this Agreement; the Master Servicer or the performance of its obligations hereunder. (b) The Master Servicer has the full corporate power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance herewith; with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The Master Servicer 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 which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date. (d) The execution, delivery and performance of this Agreement by the Master Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation charter or bylaws of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in constitute a breach of any of the termsmortgage, conditions indenture, contract or provisions of the Master Servicer's charter or by-laws or any legal restriction or any agreement or instrument other Agreement to which the Master Servicer is now a party or by which it is may be bound, or constitute a 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 Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;. (c) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (de) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer which, either in any one instance or in the aggregate, may is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; andits obligations hereunder. (f) Neither this Agreement nor any statement, report report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of material fact regarding provided by or on behalf of the Master Servicer or omits to state a material fact necessary to make the statements regarding provided by or on behalf of the Master Servicer contained herein or therein not misleading. (g) The Master 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) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. (i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee's perfection and priority in the Mortgage Loans. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the CompanySponsor, the Certificate Insurer Trust, the Note Insurer, the Backup Servicer and the Certificateholders Noteholders as of the Closing DateDate and during the term of this Agreement that: (a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the its state of incorporation and has the power to own its incorporation assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in compliance with the laws of good standing in each state jurisdiction in which any Mortgaged Property is located to the extent necessary to enable character of the business transacted by it to perform or properties owned or leased by it or the performance of its obligations under hereunder requires such qualification and in which the terms failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of this Agreement; the Master Servicer or the performance of its obligations hereunder. (b) The Master Servicer has the full corporate power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance herewith; with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The Master Servicer 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 which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date. (d) The execution, delivery and performance of this Agreement by the Master Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation charter or bylaws of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in constitute a breach of any of the termsmortgage, conditions indenture, contract or provisions of the Master Servicer's charter or by-laws or any legal restriction or any agreement or instrument other Agreement to which the Master Servicer is now a party or by which it is may be bound, or constitute a 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 Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;. (c) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (de) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer which, either in any one instance or in the aggregate, may is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; andits obligations hereunder. (f) Neither this Agreement nor any statement, report report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of material fact regarding provided by or on behalf of the Master Servicer or omits to state a material fact necessary to make the statements regarding provided by or on behalf of the Master Servicer contained herein or therein not misleading. (g) The Master 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) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the CompanySponsor, the Certificate Insurer Trust, the Note Insurer, the Backup Servicer and the Certificateholders Noteholders as of the Closing DateDate and during the term of this Agreement that: (a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the its state of incorporation and has the power to own its incorporation assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in compliance with the laws of good standing in each state jurisdiction in which any Mortgaged Property is located to the extent necessary to enable character of the business transacted by it to perform or properties owned or leased by it or the performance of its obligations under hereunder requires such qualification and in which the terms failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of this Agreement; the Master Servicer or the performance of its obligations hereunder. (b) The Master Servicer has the full corporate power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance herewith; with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The Master Servicer 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 which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date. (d) The execution, delivery and performance of this Agreement by the Master Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation charter or bylaws of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in constitute a breach of any of the termsmortgage, conditions indenture, contract or provisions of the Master Servicer's charter or by-laws or any legal restriction or any agreement or instrument other Agreement to which the Master Servicer is now a party or by which it is may be bound, or constitute a 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 Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;. (c) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (de) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer which, either in any one instance or in the aggregate, may is, in the Master Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; andits obligations hereunder. (f) Neither this Agreement nor any statement, report report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of material fact regarding provided by or on behalf of the Master Servicer or omits to state a material fact necessary to make the statements regarding provided by or on behalf of the Master Servicer contained herein or therein not misleading. (g) The Master 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) The Master Servicer is not an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. (i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee's perfection and priority in the Mortgage Loans. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Trustee, the CompanyDepositor[, the Certificate Insurer Insurer] and the Certificateholders as of the Closing DateDate and during the term of this Agreement: (a) The the Master Servicer is a Delaware corporation _____ duly organized, validly existing and in good standing under the laws of the state State of _____, and has full power and authority to own its incorporation assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business and is in compliance with the laws of good standing in each state jurisdiction in which any Mortgaged Property is located the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the extent necessary to enable it to perform its obligations under business, properties, assets or condition (financial or otherwise) of the terms of this Agreement; Master Servicer; (b) the Master Servicer has the full corporate power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to perform in accordance herewith; authorize the execution, delivery and performance of this Agreement by Agreement; (c) the Master Servicer and is not required to obtain the consummation consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the transactions contemplated hereby execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been duly and validly authorized; this Agreement evidences obtained or filed, as the valid, binding and enforceable obligation of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its termscase may be; (bd) Neither the execution and delivery of this Agreement, nor Agreement and the fulfillment performance of or compliance with the terms and conditions of this Agreement, transactions contemplated hereby by the Master Servicer will conflict with or result in a breach not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the terms, conditions articles or provisions bylaws of the Master Servicer's charter , or by-laws constitute a material breach of any mortgage, indenture, contract or any legal restriction or any other agreement or instrument to which the Master Servicer is now a party or by which it is may be bound, or constitute a 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 Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;; and (ce) The Master Servicer no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (d) There is no action, suit, proceeding or investigation currently pending or, to the knowledge of the Master Servicer, threatened against the Master Servicer which, either in or any one instance of its properties or with respect to this Agreement or the Securities that in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer, or in any material impairment of the right or ability opinion of the Master Servicer to carry has a reasonable likelihood of resulting in a material adverse effect on its business substantially as now conducted, or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or which would materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; and (f) Neither this Agreement nor any statement, report or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact regarding the Master Servicer or omits to state a material fact necessary to make the statements regarding the Master Servicer contained herein or therein not misleading. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Mortgage Files to the Trustee or to a custodian, as the case may be, and inure to the benefit of the Trustee, the Certificateholders Trustee [and the Certificate Insurer].

Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the CompanySeller, the Certificate Insurer Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Certificateholders Noteholders as of the Closing DateDate and during the term of this Agreement that: (a) The Master Servicer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the its state of incorporation and has the power to own its incorporation assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in compliance with the laws of good standing in each state jurisdiction in which any Mortgaged Property is located to the extent necessary to enable character of the business transacted by it to perform or properties owned or leased by it or the performance of its obligations under hereunder requires such qualification and in which the terms failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of this Agreement; the Master Servicer or the performance of its obligations hereunder. (b) The Master Servicer has the full corporate power and authority to execute make, execute, deliver and deliver perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance herewith; with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) The Master Servicer 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 which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date. (d) The execution, delivery and performance of this Agreement by the Master Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation charter or bylaws of the Master Servicer; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in constitute a breach of any of the termsmortgage, conditions indenture, contract or provisions of the Master Servicer's charter or by-laws or any legal restriction or any agreement or instrument other Agreement to which the Master Servicer is now a party or by which it is may be bound, or constitute a default or result . (e) Except as set forth in an acceleration under any the “Risk Factors” section of the foregoingProspectus Supplement, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, or impair the ability of the Trustee (or the Master Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (c) The Master Servicer is an approved seller/servicer of conventional residential mortgage loans for FNMA and FHLMC; (d) There there is no action, suit, proceeding or investigation pending or, to the knowledge of the Master Servicer, or threatened against the Master Servicer which, either in any one instance or in the aggregate, may is, in the Master Servicer’s judgment, likely to result in any material adverse change in the business, operations, financial condition, properties properties, or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Master Servicer, or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated hereinherein or therein, or which would be likely to impair materially impair the ability of the Master Servicer to perform under the terms of this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; andits obligations hereunder. (f) Neither this Agreement nor any statement, report report, or other document furnished by the Master Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of material fact regarding provided by or on behalf of the Master Servicer or omits to state a material fact necessary to make the statements regarding provided by or on behalf of the Master Servicer contained herein or therein not misleading. (g) The Master 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) The Master Servicer is not an “investment company” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended. (i) The Master Servicer shall take all necessary steps to maintain the Indenture Trustee’s perfection and priority in the Mortgage Loans. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee’s Mortgage Files to the Indenture Trustee or to a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Certificateholders and the Certificate Insurer.