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

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller and the Buyer as of the date hereof and as of the related Transfer Date: (a) The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and has all licenses necessary to carry on its business as now being conducted; (b) The Servicer has the full corporate power, authority and legal right to execute and deliver this Agreement and to perform its obligations in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby by the Servicer have been duly and validly authorized; (c) This Agreement and all agreements contemplated hereby to which the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditions; and (d) No litigation is pending or, to the best of the Servicer’s knowledge, threatened, against the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its obligations under this Agreement. The representations and warranties of the Servicer set forth in this Section 5.02 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminated.

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller Seller, the Master Servicer, the Depositor, the Trust Administrator and the Buyer Trustee, as of the date hereof and as of the related Transfer Closing Date: (a) The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Texas its incorporation and has all licenses necessary to carry on out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The Servicer has consummation of the full corporate power, authority and legal right to execute and deliver transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (c) Neither the execution and delivery of this Agreement, the carrying out of the servicing responsibilities by the Servicer or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material 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 Servicer to service the Mortgage Loans, or impair the value of the Mortgage Loans; (d) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations each and every covenant contained in accordance herewith; this Agreement; (e) There is no litigation, suit, proceeding or investigation pending or threatened against the Servicer, or any order or decree outstanding, that is reasonably likely to have a material adverse effect on the execution, delivery, performance or enforceability of this Agreement, or that is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (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 if required, such approval has been obtained prior to the Closing Date; (g) The Servicer is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, meets the minimum capital requirements, if applicable, set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac; (h) Neither this Agreement (including all instruments nor any statement, report or other document furnished or to be delivered furnished pursuant to this Agreement) by the Servicer and the consummation of Agreement or in connection with the transactions contemplated hereby by contains any untrue statement of fact or omits to state a fact necessary to make the Servicer have been duly and validly authorizedstatements contained therein not misleading; (ci) This Agreement and all agreements contemplated hereby The Servicer has not dealt with any broker or agent or anyone else who might be entitled to which a fee or commission in connection with this transaction other than the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditionsSeller; and (dj) No litigation is pending orThe Servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis. (k) Except as disclosed in writing to the best Seller, the Master Servicer, the Depositor, the Trust Administrator and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to 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 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 type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s knowledge, threatened, against financial condition that could have a material adverse effect on the performance by the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its servicing obligations under this Agreement. The representations Agreement and warranties of (vi) there are no affiliations, relationships or transactions relating to the Servicer set forth or any Subservicer with any party listed on Exhibit I hereto of a type described in this Section 5.02 shall survive the execution and delivery Item 1119 of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminatedRegulation AB.

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller Seller, the Depositor, the Trustee and the Buyer Master Servicer as of the date hereof and as of the related Transfer Closing Date: (a) Due Organization and Authority. The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Texas Delaware and has all licenses necessary to carry on its business as now being conducted; (b) The conducted and either it or its designated sub-servicer is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct a servicing business of the type provided for herein, and in any event the Servicer or its designated sub-servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the terms of this Agreement; the Servicer has the full corporate power, power and authority and legal right to execute and deliver this Agreement and and, together with such sub-servicer, to perform its obligations in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby by the Servicer have been duly and validly authorized; (c) This ; this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party constitute evidences the valid, legal, binding and enforceable obligations obligation of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); Servicer and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditions; andits terms; (db) No litigation Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement, taking into account the role of its sub-servicer, is pending or, to in the best ordinary course of business of the Servicer’s knowledge, threatened, against the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its obligations under this Agreement. The representations and warranties of the Servicer set forth in this Section 5.02 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminated.;

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller Seller, the Master Servicer, the Depositor, the Trust Administrator and the Buyer Trustee, as of the date hereof and as of the related Transfer Closing Date: (a) The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Texas its incorporation and has all licenses necessary to carry on out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The Servicer has consummation of the full corporate power, authority and legal right to execute and deliver transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (c) Neither the execution and delivery of this Agreement, the carrying out of the servicing responsibilities by the Servicer or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material 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 Servicer to service the Mortgage Loans, or impair the value of the Mortgage Loans; (d) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations each and every covenant contained in accordance herewith; this Agreement; (e) There is no litigation, suit, proceeding or investigation pending or threatened against the Servicer, or any order or decree outstanding, that is reasonably likely to have a material adverse effect on the execution, delivery, performance or enforceability of this Agreement, or that is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (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 if required, such approval has been obtained prior to the Closing Date; (g) The Servicer is an approved seller/servicer of residential mortgage loans for Frexxxx Xxc and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, meets the minimum capital requirements, if applicable, set forth by the Office of the Comptroller of the Currency, and is in good standing to sell mortgage loans to and service mortgage loans for Frexxxx Xxc and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either Fanxxx Xxe or Frexxxx Xxc; (h) Neither this Agreement (including all instruments nor any statement, report or other document furnished or to be delivered furnished pursuant to this Agreement) by the Servicer and the consummation of Agreement or in connection with the transactions contemplated hereby by contains any untrue statement of fact or omits to state a fact necessary to make the Servicer have been duly and validly authorizedstatements contained therein not misleading; (ci) This Agreement and all agreements contemplated hereby The Servicer has not dealt with any broker or agent or anyone else who might be entitled to which a fee or commission in connection with this transaction other than the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditionsSeller; and (dj) No litigation is pending orThe Servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis. (k) Except as disclosed in writing to the best Seller, the Master Servicer, the Depositor, the Trust Administrator and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to 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 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 type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s knowledge, threatened, against financial condition that could have a material adverse effect on the performance by the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its servicing obligations under this Agreement. The representations Agreement and warranties of (vi) there are no affiliations, relationships or transactions relating to the Servicer set forth or any Subservicer with any party listed on Exhibit I hereto of a type described in this Section 5.02 Item 1119 of Regulation AB. (l) The Servicer shall survive retain and act as custodian for, with regard to each Mortgage Loan, any title insurance documents and the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminatedmortgage insurance documents.

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller Seller, the Master Servicer, the Depositor, the Trust Administrator and the Buyer Trustee, as of the date hereof and as of the related Transfer Closing Date: (a) The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Texas its incorporation and has all licenses necessary to carry on out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The Servicer has consummation of the full corporate power, authority and legal right to execute and deliver transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (c) Neither the execution and delivery of this Agreement, the carrying out of the servicing responsibilities by the Servicer or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material 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 Servicer to service the Mortgage Loans, or impair the value of the Mortgage Loans; (d) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations each and every covenant contained in accordance herewith; this Agreement; (e) There is no litigation, suit, proceeding or investigation pending or threatened against the Servicer, or any order or decree outstanding, that is reasonably likely to have a material adverse effect on the execution, delivery, performance or enforceability of this Agreement, or that is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (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 if required, such approval has been obtained prior to the Closing Date; (g) The Servicer is an approved seller/servicer of residential mortgage loans for Fxxxxxx Mac and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, meets the minimum capital requirements, if applicable, set forth by the Office of the Comptroller of the Currency, and is in good standing to sell mortgage loans to and service mortgage loans for Fxxxxxx Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either Fxxxxx Mae or Fxxxxxx Mac; (h) Neither this Agreement (including all instruments nor any statement, report or other document furnished or to be delivered furnished pursuant to this Agreement) by the Servicer and the consummation of Agreement or in connection with the transactions contemplated hereby by contains any untrue statement of fact or omits to state a fact necessary to make the Servicer have been duly and validly authorizedstatements contained therein not misleading; (ci) This Agreement and all agreements contemplated hereby The Servicer has not dealt with any broker or agent or anyone else who might be entitled to which a fee or commission in connection with this transaction other than the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditionsSeller; and (dj) No litigation is pending orThe Servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis. (k) Except as disclosed in writing to the best Seller, the Master Servicer, the Depositor, the Trust Administrator and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to 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 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 type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s knowledge, threatened, against financial condition that could have a material adverse effect on the performance by the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its servicing obligations under this Agreement. The representations Agreement and warranties of (vi) there are no affiliations, relationships or transactions relating to the Servicer set forth or any Subservicer with any party listed on Exhibit I hereto of a type described in this Section 5.02 Item 1119 of Regulation AB. (l) The Servicer shall survive retain and act as custodian for, with regard to each Mortgage Loan, any title insurance documents and the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminatedmortgage insurance documents.

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller and the Buyer Owner as of the date hereof and as of the related each Transfer Date: (a) The Servicer is a limited liability company [_________] duly organized, validly existing and in good standing under the laws of the State United States of Texas America and has all material licenses necessary to carry on its business as now being conducted; (b) The Servicer has the full corporate [_________] power, authority and legal right to execute and deliver this Agreement and to perform its obligations in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby by the Servicer have been duly and validly authorized; (c) This Agreement and all agreements contemplated hereby to which the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditions; and (d) Servicer has the requisite experience and expertise in servicing loans of the same type and size as the Loans and secured by properties of the same type and state as the Mortgaged Properties. Servicer has the facilities, procedures and experienced personnel necessary for the sound servicing of the Loans in accordance with industry standards. (e) No litigation authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory, tax, accounting or licensing body or other body is pending orrequired for the due execution and delivery by the Servicer of this Agreement and the performance of its obligations hereunder and thereunder. (f) There are no regulatory or other actions, suits or proceedings pending, or to the best of the Servicer’s knowledge, threatened, against or affecting the Servicer that would prohibit the Servicer from entering into this Agreement orServicer, or any of its properties, in the Servicer’s good faith and reasonable or before any court, arbitrator or governmental authority or regulatory, accounting, tax or licensing body or other body. Servicer is not in default with respect to any order, writ, judgment, is likely to materially award, injunction or decree of any court or arbitrator, or any regulatory, tax, accounting or licensing body or governmental authority, binding on it or affecting it or any of its assets or properties. (g) The Servicer has complied in all material respects with all Laws. (h) The principal place of business and adversely affect the ability chief executive office of the Servicer to perform and the office where it keeps all of its obligations under this Agreement. The representations and warranties of the Servicer records are set forth in this Section 5.02 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminated8.01.

Representations, Warranties and Agreements of the Servicer. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Seller Seller, the Master Servicer, the Depositor, the Securities Administrator and the Buyer Trustee, as of the date hereof and as of the related Transfer Closing Date: (a) The Servicer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Texas its incorporation and has all licenses necessary to carry on out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Servicer by any such state, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement; (b) The Servicer has consummation of the full corporate power, authority and legal right to execute and deliver transactions contemplated by this Agreement are in the ordinary course of business of the Servicer; (c) Neither the execution and delivery of this Agreement, the carrying out of the servicing responsibilities by the Servicer or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material 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 Servicer to service the Mortgage Loans, or impair the value of the Mortgage Loans; (d) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations each and every covenant contained in accordance herewith; this Agreement; (e) There is no litigation, suit, proceeding or investigation pending or threatened against the Servicer, or any order or decree outstanding, that is reasonably likely to have a material adverse effect on the execution, delivery, performance or enforceability of this Agreement, or that is reasonably likely to have a material adverse effect on the financial condition of the Servicer; (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 if required, such approval has been obtained prior to the Closing Date; (g) The Servicer is an approved seller/servicer of residential mortgage loans for Xxxxxxx Mac and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, meets the minimum capital requirements, if applicable, set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxxx Mac and no event has occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to Xxxxxxx Mac; (h) Neither this Agreement (including all instruments nor any statement, report or other document furnished or to be delivered furnished pursuant to this Agreement) by the Servicer and the consummation of Agreement or in connection with the transactions contemplated hereby by contains any untrue statement of fact or omits to state a fact necessary to make the Servicer have been duly and validly authorizedstatements contained therein not misleading; (ci) This Agreement and all agreements contemplated hereby The Servicer has not dealt with any broker or agent or anyone else who might be entitled to which a fee or commission in connection with this transaction other than the Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditionsSeller; and (dj) No litigation is pending orThe Servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis. (k) Except as disclosed in writing to the best Seller, the Master Servicer, the Depositor, the Securities Administrator and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to 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 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 type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s knowledge, threatened, against financial condition that could have a material adverse effect on the performance by the Servicer that would prohibit the Servicer from entering into this Agreement or, in the Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Servicer to perform its servicing obligations under this Agreement. The representations Agreement and warranties of (vi) there are no affiliations, relationships or transactions relating to the Servicer set forth or any Subservicer with any party listed on Exhibit I hereto of a type described in this Section 5.02 Item 1119 of Regulation AB. (l) The Servicer shall survive retain and act as custodian for, with regard to each Mortgage Loan, the execution Title Insurance Documents and delivery of this Agreement and shall inure to the benefit of the Persons they were made for so long as this Agreement is not terminatedPMI Insurance Documents (if any).