Common use of Representations of the Servicer Clause in Contracts

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and 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, 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 Servicer, enforceable in accordance 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 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors’ rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Xxxxxx Xxx/Xxxxxxx Mac in good standing. No event has occurred, suitincluding but not limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Xxxxxx Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notification to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderXxxxxx Xxx/Xxxxxxx Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeOwner that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states the jurisdiction of incorporation its organization and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer, except as enforcement who is in the business 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)servicing loans; (c) The 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (d) 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 if required, such approval has been obtained prior to the Effective Date; (e) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is a HUD approved mortgagee and is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac; (f) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf contained therein, in light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; and (g) No Waiver of prepayment charges. The Servicer does will not believe, nor does waive any prepayment charge unless it have any reason or cause to believe, that it cannot perform each and every covenant contained is waived in this Agreement; and (h) None of accordance with the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants standard set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee4.16.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitxxxxxdxxx xxx xxx limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notixxxxxxon to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebexxxxx, nor does it xxx xxxx xx have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trusteeother parties hereto that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is duly organized, a corporation validly existing and in good standing under the laws of their respective states the State of incorporation Delaware and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer, except as enforcement who is in the business 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)servicing subprime mortgage loans; (c) The 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or or, to the best knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (d) 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 if required, such approval has been obtained prior to the Effective Date; (e) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Mae or an approved servicer of conventional mortgage loans for Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to service the Mortgage Loans in accordance with the Servicing Standard and this Agreement; (f) Neither this Agreement nor The Servicer will not waive any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or Prepayment Charge unless it is waived in connection accordance with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading:standard set forth in Section 4.16; and (g) The Servicer does not believe, nor does it have any reason will fully furnish or cause the Subservicer to believefully furnish, that it cannot perform each in accordance with the Fair Credit Reporting Act and every covenant contained in this Agreement; and its implementing regulations, accurate and complete information (hi.e., favorable and unfavorable) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files on its borrower credit files to the Collateral Agent, three national credit repositories on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteea monthly basis.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors’ rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fxxxxx Mxx/Fxxxxxx Mac in good standing. No event has occurred, suitincluding but not limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fxxxxx Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notification to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFxxxxx Mxx/Fxxxxxx Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement: (a) Each of the The Servicer and the Subservicers is a duly organizedorganized corporation, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, except as enforcement ; (b) The consummation of such terms may be limited the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting this Agreement are in the rights ordinary course of creditors generally, and by general equity principles (regardless business of whether such enforcement is considered in a proceeding in equity or at law)the Servicer; (c) The Servicer is not required to obtain Neither 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 execution and delivery of this Agreement, except such as have been obtained prior to nor the Closing Date; (d) The execution, delivery and performance of or compliance with the terms and conditions of this Agreement by the Servicer Agreement, will not violate any provision of any existing law conflict with or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound; (e) There is no action, suitor constitute a default or result in an acceleration under any of the foregoing, proceeding or investigation pending result in the violation of any law, rule, regulation, order, judgment or threatened against decree to which the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, propertiesits property is subject, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Trustee (or the Subservicers Servicer as the agent of the Trustee) to perform their respective obligations hereunderrealize on the Mortgage Loans, or impair the value of the Mortgage Loans; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (gd) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and; (e) Except as previously disclosed to the Depositor, the Trustee and the Certificate Insurer, there is no action, suit, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the 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 Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the sale of the Mortgage Loans to the Depositor in accordance with the Purchase and Sale Agreement, or the consummation of the transactions contemplated by this Agreement, except for those consents, approvals or authorizations which have been obtained prior to the Closing Date; (g) Neither this Agreement nor any statement, report or other document furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact regarding the Servicer or omits to state a fact necessary to make the statements regarding the Servicer contained herein or therein not misleading; (h) None The Servicer has delivered to the Depositor unaudited financial statements as to its last complete fiscal year and any quarter subsequent thereto ended more than 60 days prior to the execution of this Agreement. All such financial statements fairly present the pertinent results of operations and changes in financial position at the end of each such period of the Servicer and its subsidiaries and have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning assets of the Investment Company Act Servicer since the date of 1940, as amended. the Servicer's financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement; and It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificate Insurer.

Representations of the Servicer. The Servicer hereby represents and warrants to each of the Indenture TrusteePurchasing Entities that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date date hereof and during the term of this Agreement thateach Purchase Date: (a) Each of the Servicer and the Subservicers (i) is a limited liability company duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers Delaware, (ii) is duly qualified to do business as and (iii) has all corporate or other organizational power and all licenses, authorizations, consents, approvals and qualifications, of and from all third parties required to execute and deliver and perform its obligations under the Transaction Documents to which it is a foreign corporation party and is in good standing to carry on its business in each jurisdiction in which the character of the its business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which is now conducted except where the failure to so to qualify could reasonably not be expected to have a material adverse effect on the business, properties, assets, Servicer’s ability to perform its duties or condition (financial or other) of obligations with respect to the Servicer or the Subservicers or the performance of their respective obligations hereunderPurchased Receivables; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by the Servicer of this AgreementAgreement and any other Transaction Document to which it is a party, (i) are within the Servicer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not, with respect to execution and delivery, and assuming will not, with respect to the performance of its obligations, contravene or constitute a default under (A) the Servicer’s organic documents, (B) any applicable law, (C) any contractual restriction binding on or affecting the Servicer or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property; (c) each Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer; (d) no authorization, approval, license, consent, qualification or other action by, and no notice to or filing or registration with, any governmental body or agency or official thereof or any third party is required for the due authorizationexecution, execution delivery and delivery hereof performance by the Servicer of this Agreement or any other parties hereto constitutesTransaction Document to which the Servicer is a party or any other document to be delivered by the Servicer hereunder or thereunder, all of which have been duly made or will constitutetaken, as the case may be, and are in full force and effect; (e) each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation obligations of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except as enforcement subject to any limitation on the enforceability thereof against the Funding Seller arising from the application of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium any applicable bankruptcy law or other similar laws relating to or affecting the rights of creditors generally, and by general principles of equity principles (regardless of whether such enforcement is considered sought in a proceeding in equity or at law); (ci) The there are no actions, suits, investigations by any governmental body or agency, litigation or proceedings at law or in equity or by or before any governmental body or agency or in arbitration now pending, or credibly threatened, against or affecting the Servicer or any of its businesses, properties or revenues that could reasonably be expected to result in a Material Adverse Change; and (ii) the Servicer is not required to obtain the consent in default or violation of any other party or any consentorder, 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 Servicer will not violate any provision of any existing law or regulation or any order judgment or decree of any court governmental body or the charter agency or bylaws of the Servicer, or constitute arbitrator that could reasonably be expected to result in a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundMaterial Adverse Change; (eg) There is no action, suit, proceeding or investigation pending or threatened against Bankruptcy Event has occurred with respect to the Servicer; (h) the Servicer or the Subservicers which, either in any one instance or (i) is not overdue in the aggregatefiling of any income tax returns or any other material tax returns required to be filed; and (ii) has made adequate provision for the payment of all income taxes and all other material taxes, is, in assessments and other government charges; (i) the Servicer's judgment, likely Servicer has the capability to identify each Purchased Receivable sold and assigned hereunder on a daily basis and the Collections received with respect thereto within 2 Business Days after receipt; (j) the Servicer has not breached any laws applicable to it or its business or property that could reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereundera Material Adverse Change; (fk) Neither this Agreement nor any each Monthly Report, information, exhibit, financial statement, reportdocument, book, record or other document report furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains at any untrue statement of fact provided time by or on behalf of the Servicer to the Purchaser or the Bank Purchasing Agent in connection with this Agreement is true, complete and accurate in all material respects as of its date or as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or (taken as a whole) omits to state a material fact necessary in order to make the statements provided by or on behalf contained therein, in the light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; (gl) The Servicer does not believeeach Purchased Receivable is an Eligible Receivable as of its Purchase Date; (m) all sales, nor does it excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Purchased Receivable have any reason or cause to believe, that it cannot perform each been paid as and every covenant contained when due unless such amounts are being disputed in this Agreementgood faith; and (hn) None the name and address of the Servicer or Payment Account Banks, together with the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning account names and numbers of the Investment Company Act of 1940Payment Accounts, as amended. It is understood and agreed that are specified in the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture TrusteeMaster Receivables Purchase Agreement Side Letter.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Seller, the Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of the Seller, the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Seller, the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Seller and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation 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, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Seller nor the 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 Seller and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Seller or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Seller or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Seller or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's and the Seller's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Seller or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Seller or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Seller or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Seller or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Seller or the Servicer contained herein or therein not misleading: (g) The Neither the Seller nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Seller is solvent and will not as a result of this Agreement and the undertakings of the Seller hereunder be rendered insolvent; and (hj) None of the Seller, the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitixxxxxxnx xux xxx ximited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notifixxxxxx to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebexxxxx, nor does it xxx xxxx xx have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer is a federally chartered stock savings bank and the Subservicers has been duly organized and is duly organized, validly existing and in good standing under the laws of their respective states of incorporation the United States and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of Servicer and perform its obligations hereunder requires such qualification and in which the 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 the as Servicer or exempt from such licensing or qualification; the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid, binding and enforceable upon the Servicer in accordance with its terms, except as enforcement subject to the effect of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the execution and delivery by the Servicer of creditors generallythe documents 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 general equity principles (regardless this Agreement and the other documents on the part of whether the Servicer and the performance by the Servicer of its obligations as Servicer under this Agreement and such enforcement of the other documents to which it is considered in a proceeding in equity or at law)party; (c) The Servicer is consummation of the transactions contemplated by this Agreement will not required to obtain result in the consent breach of any other party terms or provisions of the charter or by-laws of the Servicer or result in the breach of any consent, license, approval term or authorization fromprovision of, or registration conflict with or declaration withconstitute a default under or result in the acceleration of any obligation under, any governmental authoritymaterial agreement, bureau indenture or agency loan or credit agreement or other material instrument to which consent already has not been obtained the Servicer or its property is subject, or result in connection with the executionviolation of any law, deliveryrule, performanceregulation, validity order, judgment or enforceability of this Agreement, except such as have been obtained prior decree to which the Closing DateServicer or its property is subject; (d) The execution, delivery and performance of Neither this Agreement nor the Prospectus nor any statement, report or other document prepared by the Servicer will and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundmisleading; (e) There is no action, suit, proceeding or investigation pending or or, to the best of the Servicer's knowledge, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, the Servicer or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by under the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement terms of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (hf) None The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or the Subservicers is an "investment company" its properties or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood might have consequences that would materially and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee adversely affect its performance hereunder or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteeunder any Subservicing Agreement.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeOwner that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states the jurisdiction of incorporation its organization and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, except as enforcement ; (b) The consummation of such terms may be limited the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting this Agreement are in the rights ordinary course of creditors generally, and by general equity principles (regardless business of whether such enforcement is considered in a proceeding in equity or at law)the Servicer; (c) The 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (fd) 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 if required, such approval has been obtained prior to the Effective Date; (e) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf contained therein, in light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; and (f) The Servicer will not waive any prepayment charge unless it is waived in accordance with the standard set forth in Section 4.16. (g) The Servicer does not believewill fully furnish, nor does it have any reason or cause to believein accordance with the Fair Credit Reporting Act and its implementing regulations, that it cannot perform each accurate and every covenant contained in this Agreement; and complete information (hi.e., favorable and unfavorable) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files on its borrower credit files to the Collateral Agent, three national credit repositories on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteea monthly basis.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitxxxxxxixx bxx xxx limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notifxxxxxxn to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebxxxxxx, nor does it xxr xxxx xt have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of The Seller, the Servicer and the Subservicers Subservicer each is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of The Seller, the Servicer and the Subservicers Subservicer each is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Seller, the Servicer or the Subservicers Subservicer or the performance of their respective obligations hereunder; (b) The Seller and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation 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, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Seller nor the 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 Seller and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Seller or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Seller or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Seller or the Subservicers Subservicer which, either in any one instance or in the aggregate, is, in the Servicer's and the Seller's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Seller or the SubservicersSubservicer, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Seller or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Seller or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, including without limitation, limitation the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Seller or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Seller or the Servicer contained herein or therein not misleading: (g) The Neither the Seller nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Seller is solvent and will not as a result of this Agreement and the undertakings of the Seller hereunder be rendered insolvent; and (hj) None of the Seller, the Servicer or the Subservicers Subservicer is 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, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitinxxxxxxg xxt xxx xxmited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notificxxxxx to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebelxxxx, nor does it nxx dxxx xx have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitinclxxxxx bxx nxx xxxxted to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderrequire notificatxxx xx Fannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebelxxxx, nor does it nxx dxxx xx have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement: (a) Each of the The Servicer and the Subservicers is a duly organizedorganized corporation, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, except as enforcement ; (b) The consummation of such terms may be limited the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting this Agreement are in the rights ordinary course of creditors generally, and by general equity principles (regardless business of whether such enforcement is considered in a proceeding in equity or at law)the Servicer; (c) The Servicer is not required to obtain Neither 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 execution and delivery of this Agreement, except such as have been obtained prior to nor the Closing Date; (d) The execution, delivery and performance of or compliance with the terms and conditions of this Agreement by the Servicer Agreement, will not violate any provision of any existing law conflict with or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be is bound; (e) There is no action, suitor constitute a default or result in an acceleration under any of the foregoing, proceeding or investigation pending result in the violation of any law, rule, regulation, order, judgment or threatened against decree to which the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties60 its property is subject, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Trustee (or the Subservicers Servicer as the agent of the Trustee) to perform their respective obligations hereunderrealize on the Mortgage Loans, or impair the value of the Mortgage Loans; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (gd) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and; (e) Except as previously disclosed to the Depositor, the Trustee and the Certificate Insurer, there is no action, suit, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the 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 Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the sale of the Mortgage Loans to the Depositor in accordance with the Purchase and Sale Agreement, or the consummation of the transactions contemplated by this Agreement, except for those consents, approvals or authorization which have been obtained prior to the Closing Date; (g) Neither this Agreement nor any statement, report or other document furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact regarding the Servicer or omits to state a fact necessary to make the statements regarding the Servicer contained herein or therein not misleading; (h) None of the The Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files has delivered to the Collateral Agent, on behalf of the Indenture Trustee or Depositor unaudited financial statements as to another custodian, as the case may be, its last complete fiscal year and inure any quarter subsequent thereto ended more than 60 days prior to the benefit execution of the Indenture Trustee.this

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitxxxxxxixx bxx xxx limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notifxxxxxxn to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebelxxxx, nor does it nxx dxxx xx have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitxxxxuxxxg xxx xxt limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notxxxxxxion to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believexxxxxvx, nor does nxx xxxx it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitxxxxxdxxx xxx xxx limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notixxxxxxon to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believexxxxxxe, nor does xox xxxx it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the DepositorCompany, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a ________ corporation duly organized, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and 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, 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 Servicer, enforceable perform in accordance 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 herewith; 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 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 Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be 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 Servicer or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (ec) The 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 or, to the knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to materially impair materially the ability of the 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 Servicer of or compliance by the Servicer with this Agreement or the Subservicers Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to perform their respective obligations hereunder;the Closing Date; and (f) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another 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 Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the DepositorCompany, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a Delaware corporation duly organized, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and 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, 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 Servicer, enforceable perform in accordance 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 herewith; 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 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 Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be 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 Servicer or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (ec) There is no action, suit, proceeding or investigation pending or or, to the knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to materially impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (fd) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the 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 (e) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another 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 Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer Insurer, the Back-up Servicer, and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and 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, 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 Servicer, enforceable in accordance 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 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer Insurer, the Back-up Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and 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, 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 Servicer, enforceable in accordance 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 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement: (a) Each of the The Servicer and the Subservicers is a duly organizedorganized corporation, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, except as enforcement ; (b) The consummation of such terms may be limited the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting this Agreement are in the rights ordinary course of creditors generally, and by general equity principles (regardless business of whether such enforcement is considered in a proceeding in equity or at law)the Servicer; (c) The Servicer is not required to obtain Neither 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 execution and delivery of this Agreement, except such as have been obtained prior to nor the Closing Date; (d) The execution, delivery and performance of or compliance with the terms and conditions of this Agreement by the Servicer Agreement, will not violate any provision of any existing law conflict with or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be 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 Servicer or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (d) [Reserved]; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and; (f) Except as previously disclosed to the Depositor, the Trustee and the Certificate Insurer, there is no action, suit, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the 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 Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would materially impair the ability of the Servicer to perform under the terms of this Agreement; (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the sale of the Mortgage Loans to the Depositor in accordance with the Purchase and Sale Agreement, or the consummation of the transactions contemplated by this Agreement, except for those consents, approvals or authorization which have been obtained prior to the Closing Date; (h) None Neither this Agreement nor any statement, report or other document furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact regarding the Servicer or omits to state a fact necessary to make the statements regarding the Servicer contained herein or therein not misleading; (i) The Servicer has delivered to the Depositor unaudited financial statements as to its last complete fiscal year and any quarter subsequent thereto ended more than 60 days prior to the execution of this Agreement. All such financial statements fairly present the pertinent results of operations and changes in financial position at the end of each such period of the Servicer and its subsidiaries and have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning assets of the Investment Company Act Servicer since the date of 1940, as amended. the Servicer's financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement; and It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitixxxxxxnx xux xxx ximited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notifixxxxxx to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebelixxx, nor does it have xox xoxx xx xave any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and 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, 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 Servicer, enforceable in accordance 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 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to each of the Indenture TrusteePurchasing Entities that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date date hereof and during the term of this Agreement thateach Purchase Date: (a) Each of the Servicer and the Subservicers (i) is a limited liability company duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers Delaware, (ii) is duly qualified to do business as and (iii) has all corporate or other organizational power and all licenses, authorizations, consents, approvals and qualifications, of and from all third parties required to execute and deliver and perform its obligations under the Transaction Documents to which it is a foreign corporation party and is in good standing to carry on its business in each jurisdiction in which the character of the its business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which is now conducted except where the failure to so to qualify could reasonably not be expected to have a material adverse effect on the business, properties, assets, Servicer’s ability to perform its duties or condition (financial or other) of obligations with respect to the Servicer or the Subservicers or the performance of their respective obligations hereunderPurchased Receivables; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by the Servicer of this AgreementAgreement and any other Transaction Document to which it is a party, (i) are within the Servicer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not, with respect to execution and delivery, and assuming will not, with respect to the performance of its obligations, contravene or constitute a default under (A) the Servicer’s organic documents, (B) any applicable law, (C) any contractual restriction binding on or affecting the Servicer or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property; (c) each Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer; (d) no authorization, approval, license, consent, qualification or other action by, and no notice to or filing or registration with, any governmental body or agency or official thereof or any third party is required for the due authorizationexecution, execution delivery and delivery hereof performance by the Servicer of this Agreement or any other parties hereto constitutesTransaction Document to which the Servicer is a party or any other document to be delivered by the Servicer hereunder or thereunder, all of which have been duly made or will constitutetaken, as the case may be, and are in full force and effect; (e) each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation obligations of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except as enforcement subject to any limitation on the enforceability thereof against the Funding Seller arising from the application of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium any applicable bankruptcy law or other similar laws relating to or affecting the rights of creditors generally, and by general principles of equity principles (regardless of whether such enforcement is considered sought in a proceeding in equity or at law); (ci) The there are no actions, suits, investigations by any governmental body or agency, litigation or proceedings at law or in equity or by or before any governmental body or agency or in arbitration now pending, or credibly threatened, against or affecting the Servicer or any of its businesses, properties or revenues that could reasonably be expected to result in a Material Adverse Change; and (ii) the Servicer is not required to obtain the consent in default or violation of any other party or any consentorder, 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 Servicer will not violate any provision of any existing law or regulation or any order judgment or decree of any court governmental body or the charter agency or bylaws of the Servicer, or constitute arbitrator that could reasonably be expected to result in a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundMaterial Adverse Change; (eg) There is no action, suit, proceeding or investigation pending or threatened against Bankruptcy Event has occurred with respect to the Servicer; (h) the Servicer or the Subservicers which, either in any one instance or (i) is not overdue in the aggregatefiling of any income tax returns or any other material tax returns required to be filed; and (ii) has made adequate provision for the payment of all income taxes and all other material taxes, is, in assessments and other government charges; (i) the Servicer's judgment, likely Servicer has the capability to identify each Purchased Receivable sold and assigned hereunder on a daily basis and the Collections received with respect thereto within 2 Business Days after receipt; (j) the Servicer has not breached any laws applicable to it or its business or property that could reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereundera Material Adverse Change; (fk) Neither this Agreement nor any each Monthly Report, information, exhibit, financial statement, reportdocument, book, record or other document report furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains at any untrue statement of fact provided time by or on behalf of the Servicer to the Purchaser or the Bank Purchasing Agent in connection with this Agreement is true, complete and accurate in all material respects as of its date or as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or (taken as a whole) omits to state a material fact necessary in order to make the statements provided by or on behalf contained therein, in the light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; (gl) The Servicer does not believeeach Purchased Receivable is an Eligible Receivable as of its Purchase Date; (m) all sales, nor does it excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Purchased Receivable have any reason or cause to believe, that it cannot perform each been paid as and every covenant contained when due unless such amounts are being disputed in this Agreementgood faith; and (hn) None the name and address of the Servicer or Payment Account Banks, together with the Subservicers is an "investment company" account names and numbers of the Payment Accounts, are specified in the Master Receivables Purchase Agreement Side Letter 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, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteesupplement thereto.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of The Seller, the Servicer and the Subservicers Subservicer each is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of The Seller, the Servicer and the Subservicers Subservicer each is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Seller, the Servicer or the Subservicers Subservicer or the performance of their respective obligations hereunder; (b) The Seller and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation 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, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Seller nor the 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 Seller and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Seller or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Seller or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Seller or the Subservicers Subservicer which, either in any one instance or in the aggregate, is, in the Servicer's and the Seller's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Seller or the SubservicersSubservicer, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Seller or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Seller or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Seller or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Seller or the Servicer contained herein or therein not misleading: (g) The Neither the Seller nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Seller is solvent and will not as a result of this Agreement and the undertakings of the Seller hereunder be rendered insolvent; and (hj) None of the Seller, the Servicer or the Subservicers Subservicer is 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, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the DepositorDepositor [, the Collateral Agent, the Trust, the Note Insurer Certificate Insurer] and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation [ ] and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact service the business Mortgage Loans in which it is currently engaged. Each accordance with the terms of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunderthis Agreement; (b) The Servicer has the full corporate power and authority to makeservice each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and all of the transactions contemplated under this Agreement, and has taken duly authorized by all necessary corporate action to authorize on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, and assuming the due authorization, execution and delivery hereof thereof by the other parties hereto constitutesDepositor and the Trustee, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as enforcement of such terms to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or receivership and other similar laws relating to or affecting creditors' rights generally and (b) the rights remedy of creditors generally, specific performance and by general equity principles (regardless injunctive and other forms of whether such enforcement is considered in a equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought; (c) The 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, execution and delivery and performance of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute (A) result in a breach of any mortgageterm or provision of the charter or by-laws of the Servicer or (B) conflict with, indentureresult in breach, contract violation or acceleration of, or result in a default under, the terms of any other Agreement material agreement or instrument to which the Servicer is a party or by which it may be bound; (e) There is no action, suitor any statute, proceeding order or investigation pending or threatened against regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicers whichServicer; and the Servicer is not a party to, either in any one instance bound by, or in the aggregatebreach or violation of any indenture or other agreement or instrument, isor subject to or in violation of any statute, in order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Servicer's judgmentknowledge, likely would in the future materially and adversely affect, (x) the ability of the Servicer to result in any material adverse change in perform its obligations under this Agreement or (y) the business, operations, financial condition, properties, properties or assets of the Servicer taken as a whole; (d) The Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the SubservicersNational Housing Act; (e) No litigation is pending, or in any material impairment to the best of the right Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity enforceability of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer to service the Mortgage Loans or the Subservicers to perform their respective any of its other obligations hereunder;hereunder in accordance with the terms hereof; and (f) Neither this Agreement nor No consent, approval, authorization or order of any statementcourt or governmental agency or body is required for the execution, report, or other document furnished delivery and performance by the Servicer of, or compliance by the Subservicers pursuant to Servicer with, this Agreement or in connection with the consummation of the transactions contemplated hereby, includingor if any such consent, without limitationapproval, authorization or order is required, the sale or placement of Service has obtained the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amendedsame. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodiana Custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificateholders.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Unaffiliated Seller, the Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of the Unaffiliated Seller, the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Unaffiliated Seller, the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Unaffiliated Seller and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation of the Unaffiliated Seller and the Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Unaffiliated Seller nor the 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 Unaffiliated Seller and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Unaffiliated Seller or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Unaffiliated Seller or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Unaffiliated Seller or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's and the Unaffiliated Seller's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Unaffiliated Seller or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Unaffiliated Seller or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Unaffiliated Seller or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Unaffiliated Seller or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Unaffiliated Seller or the Servicer contained herein or therein not misleading: (g) The Neither the Unaffiliated Seller nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Unaffiliated Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Unaffiliated Seller is solvent and will not as a result of this Agreement and the undertakings of the Unaffiliated Seller hereunder be rendered insolvent; and (hj) None of the Unaffiliated Seller, the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement: (a) Each of the Servicer and the Subservicers is a federally chartered savings bank duly organized, validly existing and in good standing under the laws of their respective states the United States of incorporation America, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. Each of the The Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Servicer or the Subservicers or the performance of their respective obligations hereunderServicer; (b) The the Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to 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 Servicer, enforceable in accordance 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 the Servicer is not required to obtain the consent of any other party Person 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 for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Datecase may be; (d) The execution, the execution and delivery and performance of this Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the federal charter or bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Servicer is a party or by which it may be bound;; and (e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Servicer, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, properties or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant respect to this Agreement or the Securities that in connection with the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Loan Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificate Insurer.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatAgreement: (a) Each of the Servicer and the Subservicers is a federally chartered savings bank duly organized, validly existing and in good standing under the laws of their respective states the United States of incorporation America, and has the full power and authority to own its assets and to transact the business in which it is currently engaged. Each of the The Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the failure to so to qualify could reasonably be expected to would have a material adverse effect on the business, properties, assets, assets or condition (financial or otherotherwise) of the Servicer or the Subservicers or the performance of their respective obligations hereunderServicer; (b) The the Servicer has the full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreementhereunder, and has taken all necessary corporate action to 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 Servicer, enforceable in accordance 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 the Servicer is not required to obtain the consent of any other party Person 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 for such consent, license, approval or authorization or registration or declaration as shall have been obtained prior to or filed, as the Closing Datecase may be; (d) The execution, the execution and delivery and performance of this Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the federal charter or bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other Agreement agreement to which the Servicer is a party or by which it may be bound; (e) There no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is no actioncurrently pending or, suitto the knowledge of the Servicer, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, properties or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant respect to this Agreement or the Securities that in connection with the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (hf) None any custom-made software or hardware designed or purchased or licensed by the Servicer, which the Servicer has identified as being mission-critical to its business for purposes of its operations and for purposes of compiling, reporting or generating data required by this Agreement, is capable of accurately performing calculations or other processing with respect to dates after December 31, 1999 as a result of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning changing of the Investment Company Act of 1940date from 1999 to 2000, as amendedincluding leap year calculations, when used for the purpose for which it was intended, assuming that all other products, including other software or hardware, when used in combination with such software or hardware designed or purchased or licensed by the Servicer, properly exchange date data. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.1 shall survive the delivery of the respective Indenture Trustee's Mortgage Loan Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture TrusteeTrustee and the Certificate Insurer.

Representations of the Servicer. The Servicer hereby represents and warrants to each of the Indenture TrusteePurchasing Entities that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing June 2016 Amendment Signing Date and during the term of this Agreement thateach Purchase Date: (a) Each of the Servicer and the Subservicers (i) is a limited liability company duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers Delaware, (ii) is duly qualified to do business as and (iii) has all corporate or other organizational power and all licenses, authorizations, consents, approvals and qualifications, of and from all third parties required to execute and deliver and perform its obligations under the Transaction Documents to which it is a foreign corporation party and is in good standing to carry on its business in each jurisdiction in which the character of the its business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which is now conducted except where the failure to so to qualify could reasonably not be expected to have a material adverse effect on the business, properties, assets, Servicer’s ability to perform its duties or condition (financial or other) of obligations with respect to the Servicer or the Subservicers or the performance of their respective obligations hereunderPurchased Receivables; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by the Servicer of this AgreementAgreement and any other Transaction Document to which it is a party, (i) are within the Servicer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not, with respect to execution and delivery, and assuming will not, with respect to the performance of its obligations, contravene or constitute a default under (A) the Servicer’s organic documents, (B) any applicable law, (C) any contractual restriction binding on or affecting the Servicer or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property; (c) each Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer; (d) no authorization, approval, license, consent, qualification or other action by, and no notice to or filing or registration with, any governmental body or agency or official thereof or any third party is required for the due authorizationexecution, execution delivery and delivery hereof performance by the Servicer of this Agreement or any other parties hereto constitutesTransaction Document to which the Servicer is a party or any other document to be delivered by the Servicer hereunder or thereunder, all of which have been duly made or will constitutetaken, as the case may be, and are in full force and effect; (e) each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation obligations of the Servicer, Servicer enforceable against the Servicer in accordance with its terms, except as enforcement subject to any limitation on the enforceability thereof against the Funding Seller arising from the application of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium any applicable bankruptcy law or other similar laws relating to or affecting the rights of creditors generally, and by general principles of equity principles (regardless of whether such enforcement is considered sought in a proceeding in equity or at law); (cf) The (i) there are no actions, suits, investigations by any governmental body or agency, litigation or proceedings at law or in equity or by or before any governmental body or agency or in arbitration now pending, or credibly threatened, against or affecting the Servicer or any of its businesses, properties or revenues that could reasonably be expected to result in a Material Adverse Change; and (ii) the Servicer is not required to obtain the consent in default or violation of any other party or any consentorder, 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 Servicer will not violate any provision of any existing law or regulation or any order judgment or decree of any court governmental body or the charter agency or bylaws of the Servicer, or constitute arbitrator that could reasonably be expected to result in a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundMaterial Adverse Change; (eg) There is no action, suit, proceeding or investigation pending or threatened against Bankruptcy Event has occurred with respect to the Servicer; (h) the Servicer or the Subservicers which, either in any one instance or (i) is not overdue in the aggregatefiling of any income tax returns or any other material tax returns required to be filed; and (ii) has made adequate provision for the payment of all income taxes and all other material taxes, is, in assessments and other government charges; (i) the Servicer's judgment, likely Servicer has the capability to identify each Purchased Receivable sold and assigned hereunder on a daily basis and the Collections received with respect thereto within 2 Business Days after receipt; (j) the Servicer has not breached any laws applicable to it or its business or property that could reasonably be expected to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereundera Material Adverse Change; (fk) Neither this Agreement nor any each Monthly Report, information, exhibit, financial statement, reportdocument, book, record or other document report furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains at any untrue statement of fact provided time by or on behalf of the Servicer to the Purchaser or the Bank Purchasing Agent in connection with this Agreement is true, complete and accurate in all material respects as of its date or as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or (taken as a whole) omits to state a material fact necessary in order to make the statements provided by or on behalf contained therein, in the light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; (gl) The Servicer does not believeeach Purchased Receivable is an Eligible Receivable as of its Purchase Date; (m) all sales, nor does it excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Purchased Receivable have any reason or cause to believe, that it cannot perform each been paid as and every covenant contained when due unless such amounts are being disputed in this Agreementgood faith; and (hn) None the name and address of the Servicer or Payment Account Banks, together with the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning account names and numbers of the Investment Company Act of 1940Payment Accounts, as amended. It is understood and agreed that are specified in the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.Master Receivables Purchase Agreement Side Letter;

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeOwner and the Certificate Insurer as of the Effective Date, the DepositorCut-off Date, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the State of incorporation Texas and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors’ rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fxxxxx Mxx/Fxxxxxx Mac in good standing. No event has occurred, suitincluding but not limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fxxxxx Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notification to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFxxxxx Mxx/Fxxxxxx Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the DepositorCompany, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a Delaware corporation duly organized, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and 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, 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 Servicer, enforceable perform in accordance 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 herewith; 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 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 Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be 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 Servicer or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (ec) The 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 or, to the knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to materially impair materially the ability of the 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 Servicer of or compliance by the Servicer with this Agreement or the Subservicers Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to perform their respective obligations hereunder;the Closing Date; and (f) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 3.04 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another 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 Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeMaster Servicer, the Depositor, the Collateral AgentTrustee and Seller that, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the Servicer and the Subservicers It is a corporation duly organized, validly existing and in good standing under the laws of their respective states the state of incorporation and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification it, and in which any event it is in compliance with the failure so laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The Servicer this Agreement; it has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and 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, 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 Servicer, enforceable perform in accordance 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 herewith; 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 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 it 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 Servicer will not violate any provision (assuming due execution and delivery by the Master Servicer and Trustee), subject, as to enforceability, to bankruptcy, insolvency and other laws of any existing law general applicability relating to or regulation or any order or decree affecting creditors’ rights and to general equity principles; and all requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with its terms; (b) Neither the execution and delivery of any court this Agreement, or the charter transactions contemplated hereby, nor the fulfillment of or bylaws compliance with the terms and conditions of the Servicer, this Agreement will conflict with or constitute result in a breach of any mortgageof its terms, indenture, contract articles of incorporation or other Agreement by-laws or any legal restriction or any agreement or instrument to which the Servicer it is now a party or by which it may be is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject; (ec) There is no action, suit, proceeding or investigation pending or or, to the Servicer’s knowledge, threatened against the Servicer or the Subservicers it which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the Subservicersit, or in any material impairment of the right or ability of any of them the it to carry on its business substantially as now conducted, or in any material liability on the part of any of themit, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers it to perform their respective obligations hereunderunder the terms of this Agreement; (d) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of or compliance by it with this Agreement, or if required, such approval has been obtained prior to the Closing Date; (e) The Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 4.16; (f) Neither this Agreement nor any statementThe Servicer will fully furnish, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection accordance with the transactions contemplated herebyFair Credit Reporting Act and its implementing regulations, includingaccurate and complete information (i.e., without limitation, favorable and unfavorable) on its borrower credit files to the sale or placement of the Notes, contains any untrue statement of fact provided by or three national credit repositories on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading:monthly basis; and (g) The Except as disclosed in writing to the Company and the Depositor prior to the Closing Date: (i) the Servicer does is not believeaware and has not received notice that any default, nor does it have early amortization or other performance triggering event has occurred as to any reason other securitization due to any act or cause failure to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None act of the Servicer; (ii) the Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the Subservicers is an "investment company" applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a company "controlled by an investment company," within type similar to the meaning Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Investment Company Act Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of 1940its servicing obligations under this Agreement and (vi) there are no affiliations, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files relationships or transactions relating to the Collateral Agent, Servicer with any party listed on behalf Exhibit I hereto of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit a type described in Item 1119 of the Indenture TrusteeRegulation AB.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trusteeother parties hereto that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is duly organized, a corporation validly existing and in good standing under the laws of their respective states the State of incorporation Delaware and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer, except as enforcement who is in the business 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)servicing subprime mortgage loans; (c) The 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or or, to the best knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (d) 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 if required, such approval has been obtained prior to the Effective Date; (e) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Mae or an approved servicer of conventional mortgage loans for Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to service the Mortgage Loans in accordance with the Servicing Standard and this Agreement; (f) Neither this Agreement nor The Servicer will not waive any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or Prepayment Charge unless it is waived in connection accordance with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading:standard set forth in Section 4.17; and (g) The Servicer does not believe, nor does it have any reason will fully furnish or cause the Subservicer to believefully furnish, that it cannot perform each in accordance with the Fair Credit Reporting Act and every covenant contained in this Agreement; and its implementing regulations, accurate and complete information (hi.e., favorable and unfavorable) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files on its borrower credit files to the Collateral Agent, three national credit repositories on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteea monthly basis.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitincxxxxxx xxx xxx xxxited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderrequire notificaxxxx xo Fannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any nxx xxxs xx xxxx xxy reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Depositor, the Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of the Depositor, the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Depositor, the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Depositor and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation of the Depsitor and the Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Depositor nor the 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 Depositor and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Depositor or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Depositor or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Depositor or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's and the Depositor's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Depositor or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Depositor or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Depositor or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Depositor or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Depositor or the Servicer contained herein or therein not misleading: (g) The Neither the Depositor nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Depositor pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Depositor is solvent and will not as a result of this Agreement and the undertakings of the Depositor hereunder be rendered insolvent; and (hj) None of the Depositor, the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeOwner that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states the jurisdiction of incorporation its organization and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, except as enforcement ; (b) The consummation of such terms may be limited the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting this Agreement are in the rights ordinary course of creditors generally, and by general equity principles (regardless business of whether such enforcement is considered in a proceeding in equity or at law)the Servicer; (c) The 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (fd) 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 if required, such approval has been obtained prior to the Effective Date; (e) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf contained therein, in light of the Servicer contained herein or therein circumstances under which they were made, not misleading:; (f) The Servicer will not waive any prepayment charge unless it is waived in accordance with the standard set forth in Section 4.16; (g) The Servicer does not believewill fully furnish, nor does it have any reason or cause in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to believe, that it cannot perform each and every covenant contained in this Agreementthe three national credit repositories on a monthly basis; and (h) None The Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans for as long as such Mortgage Loans are registered with MERS. The Servicer shall register, or cause to be registered, the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture TrusteeLoans with MERS.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a corporation under the laws of their respective states the Commonwealth of incorporation Pennsylvania and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors' rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Fannie Mae/Freddie Mac in good standing. No event has occurred, suitixxxxxxnx xux xxx ximited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Fannie Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notifixxxxxx to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderFannie Mae/Freddie Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believebeliexx, nor does it have xxr xxex xx xxve any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture TrusteeOwner that, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement thatEffective Date: (a) Each of the The Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation New Jersey and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation now being conducted and is licensed, qualified and in good standing in each jurisdiction state where a Mortgaged Property is located 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 or the performance of its obligations hereunder requires such qualification Servicer, and in which any event the failure so Servicer is in compliance with the laws of any such state to qualify could reasonably be expected the extent necessary to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of the Servicer or related Mortgage Loan and the Subservicers or servicing of such Mortgage Loan in accordance with the performance terms of their respective obligations hereunder; (b) The this Agreement; the Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer, enforceable ; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms, 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); (ca) The Servicer is not required to obtain consummation of 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 transactions contemplated by this Agreement by are in the Servicer will not violate any provision ordinary course of any existing law or regulation or any order or decree of any court or the charter or bylaws business of the Servicer, or constitute a breach who is in the business of any mortgageservicing loans, indentureand the transfer, contract or other Agreement to which assignment and conveyance of the Mortgage Notes and the Mortgages by the Servicer is a party pursuant to this Agreement are not subject to the bulk transfer or by which it may be boundany similar statutory provisions in effect in any applicable jurisdiction; (eb) There is no action, suit, proceeding or investigation pending or or, to the best knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of themthe Servicer, or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderunder the terms of this Agreement; (fc) 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 if required, such approval has been obtained prior to the Effective Date; (d) The Servicer is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae and an axxxxxxd servicer of conventional mortgage loans for Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to service mortgage loans for Fannie Mae or Freddxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to service the Mortgage Loans in accordance with the Servicing Standard and this Agreement; (e) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading:; (gf) The Servicer does will not believe, nor does waive any Prepayment Charge unless it have any reason or cause to believe, that it cannot perform each and every covenant contained is waived in this Agreement; and (h) None of accordance with the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants standard set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.4.16; and

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Originators, the Depositor, the Collateral Agent, the Trust, the Note Insurer Trust and the Noteholders as of the Closing Date and during the term of this Agreement that: (a) Each of the Servicer and the Subservicers is duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, deliver and perform this Agreement and 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, 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 Servicer, enforceable in accordance 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 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 Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading:; (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 3.02 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, as the case may be, and inure to the benefit of the Indenture Trustee.

Representations of the Servicer. The Servicer hereby represents and warrants to the Issuer, the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Securityholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer is a federally chartered stock savings bank and the Subservicers has been duly organized and is duly organized, validly existing and in good standing under the laws of their respective states of incorporation the United States and has the power all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of Servicer and perform its obligations hereunder requires such qualification and in which the 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 the as Servicer or exempt from such licensing or qualification; the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the power and authority to make, execute, execute and deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate 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, and assuming the due authorization, execution and delivery hereof ) by the other parties hereto constitutesServicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement evidences the valid, or will constitute, the legal, valid binding and binding enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid, binding and enforceable upon the Servicer in accordance with its terms, except as enforcement subject to the effect of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the execution and delivery by the Servicer of creditors generallythe documents 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 general equity principles (regardless this Agreement and the other documents on the part of whether the Servicer and the performance by the Servicer of its obligations as Servicer under this Agreement and such enforcement of the other documents to which it is considered in a proceeding in equity or at law)party; (c) The Servicer is consummation of the transactions contemplated by this Agreement will not required to obtain result in the consent breach of any other party terms or provisions of the charter or by-laws of the Servicer or result in the breach of any consent, license, approval term or authorization fromprovision of, or registration conflict with or declaration withconstitute a default under or result in the acceleration of any obligation under, any governmental authoritymaterial agreement, bureau indenture or agency loan or credit agreement or other material instrument to which consent already has not been obtained the Servicer or its property is subject, or result in connection with the executionviolation of any law, deliveryrule, performanceregulation, validity order, judgment or enforceability of this Agreement, except such as have been obtained prior decree to which the Closing DateServicer or its property is subject; (d) The execution, delivery and performance of Neither this Agreement nor the Prospectus nor any statement, report or other document prepared by the Servicer will and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundmisleading; (e) There is no action, suit, proceeding or investigation pending or or, to the best of the Servicer's knowledge, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, the Servicer or which would draw into question the validity of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by under the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement terms of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (hf) None The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or the Subservicers is an "investment company" its properties or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood might have consequences that would materially and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee adversely affect its performance hereunder or to another custodian, as the case may be, and inure to the benefit of the Indenture Trusteeunder any Subservicing Agreement.

Representations of the Servicer. The Servicer hereby represents represents, warrants and warrants covenants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders Owner as of the Effective Date, each relevant Cut-off Date, as of each Closing Date and during the term as of this Agreement thatany date specifically provided herein: (a) Each of the The Servicer and the Subservicers is duly organized, validly existing and in good standing as a Limited Liability Company under the laws of their respective states the State of incorporation Delaware and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly licensed and qualified in all states which such licensing or qualification is required to do conduct its business as a foreign corporation 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 or the performance of perform its obligations hereunder requires such qualification and the services and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the failure so extent necessary to qualify could reasonably be expected to have a material adverse effect on ensure the business, properties, assets, or condition (financial or other) enforceability of each Mortgage Loan and the servicing of the Servicer or Mortgage Loan in accordance with the Subservicers or the performance terms of their respective obligations hereunderthis Agreement; (b) The Servicer has the full power and authority to make, service each Mortgage Loan and to execute, deliver and perform perform, and to enter into and consummate all transactions contemplated by this Agreement, and the Servicer has taken all requisite corporate action to make this Agreement and all of agreements contemplated hereby valid and binding upon the transactions contemplated under this Agreement, and Servicer in accordance with their terms. The Servicer has taken all necessary corporate action to authorize duly authorized the execution, delivery and performance of this Agreement; it has duly executed and delivered this Agreement. This Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutesOwner, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the creditors’ rights of creditors generallyin general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)including equitable remedies; (c) The execution and delivery of this Agreement by the Servicer and the performance of and compliance with the terms of this Agreement will not violate the Servicer’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is not required to obtain the consent of any other a 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 may be applicable to the Closing DateServicer or its assets; (d) The executionServicer is not in violation of, and the execution and delivery and performance of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate any provision of any existing law or regulation or 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 charter Servicer or bylaws its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer, Servicer or constitute a breach its assets or might have consequences that would materially and adversely affect the performance of any mortgage, indenture, contract or other Agreement to which the Servicer is a party or by which it may be boundits obligations and duties hereunder; (e) There The Servicer is no actionan approved servicer for Xxxxxx Xxx/Xxxxxxx Mac in good standing. No event has occurred, suitincluding but not limited to a change in insurance coverage, proceeding or investigation pending or threatened against which would make the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely unable to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer or the Subservicers, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, comply with Xxxxxx Mae eligibility requirements or which would draw into question the validity of this Agreement, the Notes, or the Mortgage Loans or of any action taken or require notification to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer or the Subservicers to perform their respective obligations hereunderXxxxxx Xxx/Xxxxxxx Mac; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (g) There are no actions, suits or proceedings against, investigations of, the Servicer before any court, administrative or other tribunal or, to the best of its knowledge, threatened against the Servicer (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement; (h) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; (i) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Servicer; (j) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (hk) None The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another custodian, same type as the case may be, Mortgage Loans. The Servicer is in good standing to enforce and inure to service mortgage loans in the benefit of jurisdiction wherein the Indenture TrusteeMortgaged Properties are located.

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, Securityholders [and the Note Insurer and the Noteholders Insurer] as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a corporation duly organized, validly existing and in good standing under the laws of their respective states the State of incorporation [ _______________________ ] and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact service the business Mortgage Loans in which it is currently engaged. Each accordance with the terms of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Servicer or the Subservicers or the performance of their respective obligations hereunderthis Agreement; (b) The Servicer has the full corporate power and authority to makeservice each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and all of the transactions contemplated under this Agreement, and has taken duly authorized by all necessary corporate action to authorize on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, and assuming the due authorization, execution and delivery hereof thereof by the other parties hereto constitutesDepositor and the Indenture Trustee, or will constitute, the constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as enforcement of such terms to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or receivership and other similar laws relating to or affecting creditors' rights generally and (b) the rights remedy of creditors generally, specific performance and by general equity principles (regardless injunctive and other forms of whether such enforcement is considered in a equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought; (c) The 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, execution and delivery and performance of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Servicer, or constitute (A) result in a breach of any mortgageterm or provision of the charter or by-laws of the Servicer or (B) conflict with, indentureresult in breach, contract violation or acceleration of, or result in a default under, the terms of any other Agreement material agreement or instrument to which the Servicer is a party or by which it may be bound; (e) There is no action, suitor any statute, proceeding order or investigation pending or threatened against regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Subservicers whichServicer; and the Servicer is not a party to, either in any one instance bound by, or in the aggregatebreach or violation of any indenture or other agreement or instrument, isor subject to or in violation of any statute, in order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Servicer's judgmentknowledge, likely would in the future materially and adversely affect, (x) the ability of the Servicer to result in any material adverse change in perform its obligations under this Agreement or (y) the business, operations, financial condition, properties, properties or assets of the Servicer taken as a whole; (d) The Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the SubservicersNational Housing Act; (e) No litigation is pending, or in any material impairment to the best of the right Servicer's knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity enforceability of this Agreement, the Notes, Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer or the Subservicers contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer to service the Mortgage Loans or the Subservicers to perform their respective any of its other obligations hereunder;hereunder in accordance with the terms hereof; and (f) Neither this Agreement nor No consent, approval, authorization or order of any statementcourt or governmental agency or body is required for the execution, report, or other document furnished delivery and performance by the Servicer of, or compliance by the Subservicers pursuant to Servicer with, this Agreement or in connection with the consummation of the transactions contemplated hereby, includingor if any such consent, without limitationapproval, authorization or order is required, the sale or placement of Service has obtained the Notes, contains any untrue statement of fact provided by or on behalf of the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amendedsame. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee, the Securityholders [and the Note Insurer].

Representations of the Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement thatDate: (a) Each of the The Servicer and the Subservicers is a ________ corporation duly organized, validly existing and in good standing under the laws of their respective states the state of its incorporation and has the power to own its assets and to transact the business in which it is currently engaged. Each of the Servicer and the Subservicers is duly qualified to do business as a foreign corporation and is in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character of the business transacted by extent necessary to enable it or properties owned or leased by it or the performance of to perform its obligations hereunder requires such qualification and in which under the failure so to qualify could reasonably be expected to have a material adverse effect on terms of this Agreement; the business, properties, assets, or condition (financial or other) of the Servicer or the Subservicers or the performance of their respective obligations hereunder; (b) The Servicer has the full corporate power and authority to make, execute, execute and deliver and perform this Agreement and 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, 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 Servicer, enforceable perform in accordance 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 herewith; 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 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 Servicer will not violate any provision and the consummation of any existing law or regulation or any order or decree of any court or the charter or bylaws transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms; (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or constitute compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any mortgageof the terms, indenture, contract conditions or other Agreement provisions of the Servicer's charter or by-laws or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it may be 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 Servicer or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (ec) The 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 or, to the knowledge of the Servicer, threatened against the Servicer or the Subservicers which, either in any one instance or in the aggregate, is, in the Servicer's judgment, likely to may result in any material adverse change in the business, operations, financial condition, properties, properties or assets of the Servicer or the SubservicersServicer, or in any material impairment of the right or ability of any of them the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of any of them, 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 Servicer or the Subservicers contemplated herein or thereinherein, or which would be likely to materially impair materially the ability of the 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 Servicer of or compliance by the Servicer with this Agreement or the Subservicers Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to perform their respective obligations hereunder;the Closing Date; and (f) Neither this Agreement nor any statement, report, report or other document furnished by the Servicer or the Subservicers pursuant to this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the sale or placement of the Notes, hereby contains any untrue statement of material fact provided by or on behalf of regarding the Servicer or omits to state a material fact necessary to make the statements provided by or on behalf of regarding the Servicer contained herein or therein not misleading: (g) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; and (h) None of the Servicer or the Subservicers is an "investment company" or a company "controlled by an investment company," within the meaning of the Investment Company Act of 1940, as amended. It is understood and agreed that the representations, representations and warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another 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 Servicer. The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral AgentBack-up Servicer, the Trust, the Note Certificate Insurer and the Noteholders Certificateholders as of the Closing Date and during the term of this Agreement that: (a) Each of The Seller, the Servicer and the Subservicers Subservicer each is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of The Seller, the Servicer and the Subservicers Subservicer each is duly qualified to do business as a foreign corporation 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 or the performance of its obligations hereunder requires such qualification and in which the 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 the Seller, the Servicer or the Subservicers Subservicer or the performance of their respective obligations hereunder; (b) The Seller and the Servicer each has the power and authority to make, execute, deliver and perform this Agreement and 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, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or this Agreement will constitute, constitute the legal, valid and binding obligation 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, moratorium insolvency or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally, generally and by general equity principles (regardless the availability of whether such enforcement is considered in a proceeding in equity or at law)equitable remedies; (c) The Neither the Seller nor the 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 Seller and the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter Articles of Incorporation or bylaws Bylaws of the Seller or the Servicer, respectively, or constitute a breach of any mortgage, indenture, contract or other Agreement to which the Servicer Seller or the Servicer, respectively, is a party or by which it may be bound; (e) There is no action, suit, proceeding or investigation pending or threatened against the Servicer Servicer, the Seller or the Subservicers Subservicer which, either in any one instance or in the aggregate, is, in the Servicer's and the Seller's judgment, likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of the Servicer Servicer, the Seller or the SubservicersSubservicer, or in any material impairment of the right or ability of any of them to carry on its business substantially as now conducted, or in any material liability on the part of any of them, or which would draw into question the validity of this Agreement, the NotesCertificates, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer Seller or the Subservicers Servicer contemplated herein or therein, or which would be likely to impair materially the ability of the Servicer Seller or the Subservicers Servicer to perform their respective its obligations hereunder; (f) Neither this Agreement nor any statement, report, or other document furnished by the Servicer or the Subservicers to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby, including, including without limitation, limitation the sale or placement of the NotesCertificates, contains any untrue statement of fact provided by or on behalf of the Seller or the Servicer or omits to state a fact necessary to make the statements provided by or on behalf of the Seller or the Servicer contained herein or therein not misleading: (g) The Neither the Seller nor the Servicer does not believebelieves, nor does it either have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Seller is solvent and will not as a result of this Agreement and the undertakings of the Seller hereunder be rendered insolvent; and (hj) None of the Seller, the Servicer or the Subservicers Subservicer is 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, warranties and covenants set forth in this Section 3.01 shall survive the delivery of the respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of the Indenture Trustee or to another a custodian, as the case may be, and inure to the benefit of the Indenture Trustee.