Common use of Representations, Warranties and Covenants of each Servicer Clause in Contracts

Representations, Warranties and Covenants of each Servicer. (a) Wxxxx Fargo in its capacity as Servicer of the Wxxxx Fargo Mortgage Loans hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor, the Insurer and the Trustee, for the benefit of each of such Persons and the Certificateholders that as of the Closing Date or as of such date specifically provided herein: (i) Wxxxx Fargo is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by Wxxxx Fargo in any state in which a Mortgaged Property related to a Wxxxx Fargo Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Wxxxx Fargo Mortgage Loan and to service the Wxxxx Fargo Mortgage Loans in accordance with the terms of this Agreement; (ii) Wxxxx Fargo has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. Wxxxx Fargo has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Wxxxx Fargo, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by insolvency, liquidation, conservatorship and other similar laws administered by the FDIC affecting the enforcement of contract obligations of insured banks; (iii) The execution and delivery of this Agreement by Wxxxx Fargo, the servicing of the Wxxxx Fargo Mortgage Loans by Wxxxx Fargo hereunder, the consummation by Wxxxx Fargo 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 Wxxxx Fargo and will not (A) result in a breach of any term or provision of the charter or by-laws of Wxxxx Fargo or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which Wxxxx Fargo is a party or by which it may be bound, or any statute, order or regulation applicable to Wxxxx Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wxxxx Fargo; and Wxxxx Fargo is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to Wxxxx Fargo’s knowledge, would in the future materially and adversely affect, (x) the ability of Wxxxx Fargo to perform its obligations as Servicer of the Wxxxx Fargo Mortgage Loans under this Agreement, (y) the business, operations, financial condition, properties or assets of Wxxxx Fargo taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) Wxxxx Fargo does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (v) No litigation is pending against Wxxxx Fargo that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of Wxxxx Fargo to service the Wxxxx Fargo Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) There are no actions or proceedings against, or investigations known to it of, Wxxxx Fargo before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by Wxxxx Fargo of its obligations under, or the validity or enforceability of, this Agreement; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Wxxxx Fargo of, or compliance by Wxxxx Fargo with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (viii) Wxxxx Fargo has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis; (ix) Wxxxx Fargo 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 Wxxxx Fargo Mortgage Loans that are registered with MERS; and (x) Wxxxx Fargo will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01.

Representations, Warranties and Covenants of each Servicer. (a) Wxxxx Fargo in its capacity as Each Servicer of the Wxxxx Fargo Mortgage Loans hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor, the Insurer and the Trustee, for the benefit of each of such Persons the Trustee and the Certificateholders and to the Depositor, the Master Servicer, the Securities Administrator and the NIMS Insurer that as of the Closing Date or as of such date specifically provided herein: (i) Wxxxx Fargo Such Servicer is a national banking association an entity duly formedorganized, validly existing and in good standing under the laws of the United States of America its organizational jurisdiction and is duly authorized and qualified to transact any and has all business contemplated by this Agreement to be conducted by Wxxxx Fargo in any state in which a Mortgaged Property related to a Wxxxx Fargo Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent licenses necessary to ensure carry on its business as now being conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability to enforce each Wxxxx Fargo Mortgage Loan and to service the Wxxxx Fargo Mortgage Loans in accordance with the terms of this Agreement; (ii) Wxxxx Fargo has the full power and authority such Servicer to conduct its business as it is presently conducted, and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it such Servicer or to ensure the enforceability or validity of each Mortgage Loan; such Servicer has the power and authority to execute and deliver this Agreement and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. Wxxxx Fargo has duly authorized perform in accordance herewith; the execution, delivery and performance of this Agreement, has duly executed and Agreement (including all instruments of transfer to be delivered pursuant to this Agreement, ) by such Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; and all requisite action has been taken by such Servicer to make this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, Agreement valid and binding obligation of Wxxxx Fargo, enforceable against it upon such Servicer in accordance with its terms, except as the enforceability thereof may be limited by insolvency, liquidation, conservatorship and other similar laws administered by the FDIC affecting the enforcement of contract obligations of insured banks; (iiiii) The execution and delivery of this Agreement by Wxxxx Fargo, the servicing of the Wxxxx Fargo Mortgage Loans by Wxxxx Fargo hereunder, the consummation by Wxxxx Fargo of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof contemplated by this Agreement are in the ordinary course of business of Wxxxx Fargo such Servicer and will not (A) result in a the breach of any term or provision of the charter organizational documents of such Servicer or by-laws of Wxxxx Fargo or (B) conflict with, result in the breach of any term or provision of, or conflict with or constitute a breachdefault under or result in the acceleration of any obligation under, violation any agreement, indenture or acceleration ofloan or credit agreement or other instrument to which such Servicer or its property is subject, or result in a default under, the terms of any other material agreement or instrument to which Wxxxx Fargo is a party or by which it may be bound, or any statute, order or regulation applicable to Wxxxx Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wxxxx Fargo; and Wxxxx Fargo is not a party to, bound by, or in breach or violation of any indenture law, rule, regulation, order, judgment or other agreement decree to which such Servicer or instrumentits property is subject; (iii) Such Servicer is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures, xxx exxxriencxx xxxxonnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. Such Servicer is in good standing to service mortgage loans for Fannie Mae or subject to or Freddie Mac, and no event has occurred, includxxx xut not limitex xx x change in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over itinsurance coverage, which materially and adversely affects or, would make the Servicer unable to Wxxxx Fargo’s knowledge, would in the future materially and adversely affect, (x) the ability of Wxxxx Fargo comply with Fannie Mae or Freddie Mac eligibility requirements or which wxxxx xequire nxxxxxxxtion to perform its obligations as Servicer of the Wxxxx Fargo Mortgage Loans under this Agreement, (y) the business, operations, financial condition, properties either Fannie Mae or assets of Wxxxx Fargo taken as a whole or (z) the legality, validity or enforceability of this AgreementFreddie Mac; (iv) Wxxxx Fargo This Agreement, and all dxxxxxxts and xxxxxxxents contemplated hereby which are executed and delivered by such Servicer, constitute and will constitute valid, legal and binding obligations of such Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally (whether considered in a proceeding at law or in equity); (v) Such Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (vvi) No litigation There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against Wxxxx Fargo such Servicer that, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Servicer, or in any material impairment of the right or ability of such Servicer to carry on its business substantially as now conducted, or in any material liability on the part of such Servicer, or that would materially and adversely affect draw into question the execution, delivery validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of such Servicer contemplated herein, or that would be likely to impair materially the ability of Wxxxx Fargo to service the Wxxxx Fargo Mortgage Loans or such Servicer to perform any of its other obligations hereunder in accordance with under the terms hereof; (vi) There are no actions or proceedings against, or investigations known to it of, Wxxxx Fargo before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by Wxxxx Fargo of its obligations under, or the validity or enforceability of, this Agreement; (vii) No consent, approval, authorization approval or order of any court or governmental agency or body is required for the execution, delivery and performance by Wxxxx Fargo of, such Servicer of or compliance by Wxxxx Fargo with, such Servicer with this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or and orders, if any, that have been obtained prior to the Closing Dateobtained; (viii) Wxxxx Fargo No information in this Agreement provided by such Servicer nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee, the Custodian, the Master Servicer, the Depositor or the Securities Administrator by such Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and (ix) From and after the date the servicing with respect to the Mortgage Loans was transferred to the related Servicer, such Servicer has fully furnished furnished, and will shall continue to fully furnishfurnish for so long as it is servicing the Mortgage Loans hereunder, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower the Mortgagor credit files to Equifax, Experian and Trans Union Credit Information Company or their successors Company, the three national credit reporting agencies, on a monthly basis; (ix) Wxxxx Fargo . It is a member of MERS in good standingunderstood and agreed that the representations, warranties and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Wxxxx Fargo Mortgage Loans that are registered with MERS; and (x) Wxxxx Fargo will not waive any Prepayment Charge other than in accordance with the standard covenants set forth in this Section 3.012.05 shall survive delivery of the Mortgage Files to the Trustee or the Custodian on the Trustee's behalf and shall inure to the benefit of the Trustee, the Depositor, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the NIMS Insurer, the Custodian or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto. Upon discovery by any of the Depositor, a Servicer, the Master Servicer, the Securities Administrator, the Custodian or the Trustee of a breach of any of the representations and warranties set forth in this Section 2.05, the party discovering such breach shall give prompt written notice, which shall not exceed two days, to the other parties. The Securities Administrator shall consult with the Depositor to determine if any such breach is material and any breach determined by the Depositor to be material shall be included by the Securities Administrator on the next Distribution Date Statement prepared pursuant to Section 4.06.

Representations, Warranties and Covenants of each Servicer. (a) Wxxxx Fargo in its capacity as Servicer of the Wxxxx Fargo Mortgage Loans GMAC hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor, the Insurer Depositor and the Trustee, for the benefit of each of such Persons and the Certificateholders that as of the Closing Date or as of such date specifically provided herein: (i) Wxxxx Fargo GMAC is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States state of America its incorporation; (ii) GMAC has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) The execution and delivery by GMAC of this Agreement have been duly authorized by all necessary corporate action on the part of GMAC; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on GMAC or its properties or the certificate of incorporation or bylaws of GMAC, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on GMAC’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) This Agreement has been duly executed and delivered by GMAC and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legal, valid and binding obligation of GMAC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (v) There are no actions, litigation, suits or proceedings pending or to the knowledge of GMAC, threatened against GMAC before or by any court, administrative agency, arbitrator or governmental body (a) with respect to any of the transactions contemplated by this Agreement or (b) with respect to any other matter which in the judgment of GMAC if determined adversely to GMAC would reasonably be expected to materially and adversely affect GMAC's ability to perform its obligations under this Agreement, other than as Servicer of the GMAC Mortgage Loans, has previously advised Sponsor; and GMAC is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vi) GMAC will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Ocwen hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of such Persons and the Certificateholders that as of the Closing Date or as of such date specifically provided herein: (i) Ocwen is a limited liability company duly organized and validly existing under the laws of the jurisdiction of its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by Wxxxx Fargo Ocwen in any state in which a Mortgaged Property related to a Wxxxx Fargo an Ocwen Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Wxxxx Fargo Ocwen Mortgage Loan and to service the Wxxxx Fargo Ocwen Mortgage Loans in accordance with the terms of this Agreement; (ii) Wxxxx Fargo Ocwen has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. Wxxxx Fargo Ocwen has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Wxxxx FargoOcwen, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, conservatorship and other reorganization or similar laws administered by the FDIC affecting the enforcement of contract obligations creditors’ rights generally and by general principles of insured banksequity; (iii) The execution and delivery of this Agreement by Wxxxx FargoOcwen, the servicing of the Wxxxx Fargo Ocwen Mortgage Loans by Wxxxx Fargo Ocwen hereunder, the consummation by Wxxxx Fargo Ocwen 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 Wxxxx Fargo Ocwen and will not (A) result in a breach of any term or provision of the charter or by-laws of Wxxxx Fargo Ocwen or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which Wxxxx Fargo Ocwen is a party or by which it may be bound, or any statute, order or regulation applicable to Wxxxx Fargo Ocwen of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wxxxx FargoOcwen; and Wxxxx Fargo Ocwen is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to Wxxxx Fargo’s Ocwen's knowledge, would in the future materially and adversely affect, (x) the ability of Wxxxx Fargo Ocwen to perform its obligations as Servicer of the Wxxxx Fargo Mortgage Loans under this Agreement, (y) the business, operations, financial condition, properties or assets of Wxxxx Fargo Ocwen taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) Wxxxx Fargo Ocwen does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (v) No litigation is pending against Wxxxx Fargo Ocwen that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of Wxxxx Fargo Ocwen to service the Wxxxx Fargo Ocwen Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) There are no actions or proceedings against, or investigations known to it of, Wxxxx Fargo Ocwen before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by Wxxxx Fargo Ocwen of its obligations under, or the validity or enforceability of, this Agreement; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Wxxxx Fargo Ocwen of, or compliance by Wxxxx Fargo Ocwen with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (viii) Wxxxx Fargo Ocwen has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis; (ix) Wxxxx Fargo Ocwen 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 Wxxxx Fargo Mortgage Loans that are registered with MERS; and (x) Wxxxx Fargo Ocwen will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the related Servicer set forth in Section 2.05(a)(vi) and 2.05 (b)(x) above is breached, the related Servicer will pay the amount of such waived Prepayment Charge, from its own funds without any right of reimbursement, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the related Collection Account within 90 days of the earlier of discovery by the related Servicer or receipt of notice by the related Servicer of such breach; provided, however, the related Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if such Servicer did not have a copy of the related Mortgage Note, such Servicer requested a copy of the same from the Custodian in accordance with the terms of the Custodial Agreement and the Custodian failed to provide such a copy within the time frame set forth in the Custodial Agreement. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the related Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive the resignation or termination of the parties hereto, the termination of this Agreement and the delivery of the Mortgage Files to the Custodian and shall inure to the benefit of the Trustee, the Master Servicer, the Securities Administrator, the Depositor and the Certificateholders. Upon discovery by any such Person or the related Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee. Subject to Section 8.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the related Servicer set forth in Section 2.03(e) to cure breaches shall constitute the sole remedy against the related Servicer available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.

Representations, Warranties and Covenants of each Servicer. (a) Wxxxx Fargo in its capacity as Servicer of the Wxxxx Fargo Mortgage Loans GMAC hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor, the Insurer Depositor and the Trustee, for the benefit of each of such Persons and the Certificateholders that as of the Closing Date or as of such date specifically provided herein: (i) Wxxxx Fargo GMAC is a national banking association corporation duly formedorganized, validly existing and in good standing under the laws of the United States state of America its incorporation; (ii) GMAC has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) The execution and delivery by GMAC of this Agreement have been duly authorized by all necessary corporate action on the part of GMAC; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on GMAC or its properties or the certificate of incorporation or bylaws of GMAC, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on GMAC’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) This Agreement has been duly executed and delivered by GMAC and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legal, valid and binding obligation of GMAC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (v) There are no actions, litigation, suits or proceedings pending or to the knowledge of GMAC, threatened against GMAC before or by any court, administrative agency, arbitrator or governmental body (a) with respect to any of the transactions contemplated by this Agreement or (b) with respect to any other matter which in the judgment of GMAC if determined adversely to GMAC would reasonably be expected to materially and adversely affect GMAC’s ability to perform its obligations under this Agreement, other than as Servicer of the GMAC Mortgage Loans, has previously advised Seller; and GMAC is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vi) GMAC will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. (b) Ocwen hereby represents, warrants and covenants to the Master Servicer, the Securities Administrator, the Depositor and the Trustee, for the benefit of each of such Persons and the Certificateholders that as of the Closing Date or as of such date specifically provided herein: (i) Ocwen is a limited liability company duly organized and validly existing under the laws of the jurisdiction of its formation, and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by Wxxxx Fargo Ocwen in any state in which a Mortgaged Property related to a Wxxxx Fargo an Ocwen Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Wxxxx Fargo Ocwen Mortgage Loan and to service the Wxxxx Fargo Ocwen Mortgage Loans in accordance with the terms of this Agreement; (ii) Wxxxx Fargo Ocwen has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. Wxxxx Fargo Ocwen has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Wxxxx FargoOcwen, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, conservatorship and other reorganization or similar laws administered by the FDIC affecting the enforcement of contract obligations creditors’ rights generally and by general principles of insured banksequity; (iii) The execution and delivery of this Agreement by Wxxxx FargoOcwen, the servicing of the Wxxxx Fargo Ocwen Mortgage Loans by Wxxxx Fargo Ocwen hereunder, the consummation by Wxxxx Fargo Ocwen 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 Wxxxx Fargo Ocwen and will not (A) result in a breach of any term or provision of the charter or by-laws of Wxxxx Fargo Ocwen or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which Wxxxx Fargo Ocwen is a party or by which it may be bound, or any statute, order or regulation applicable to Wxxxx Fargo Ocwen of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wxxxx FargoOcwen; and Wxxxx Fargo Ocwen is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to Wxxxx FargoOcwen’s knowledge, would in the future materially and adversely affect, (x) the ability of Wxxxx Fargo Ocwen to perform its obligations as Servicer of the Wxxxx Fargo Mortgage Loans under this Agreement, (y) the business, operations, financial condition, properties or assets of Wxxxx Fargo Ocwen taken as a whole or (z) the legality, validity or enforceability of this Agreement; (iv) Wxxxx Fargo Ocwen does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (v) No litigation is pending against Wxxxx Fargo Ocwen that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of Wxxxx Fargo Ocwen to service the Wxxxx Fargo Ocwen Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (vi) There are no actions or proceedings against, or investigations known to it of, Wxxxx Fargo Ocwen before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by Wxxxx Fargo Ocwen of its obligations under, or the validity or enforceability of, this Agreement; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Wxxxx Fargo Ocwen of, or compliance by Wxxxx Fargo Ocwen with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (viii) Wxxxx Fargo Ocwen has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis; (ix) Wxxxx Fargo Ocwen 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 Wxxxx Fargo Mortgage Loans that are registered with MERS; and (x) Wxxxx Fargo Ocwen will not waive any Prepayment Charge other than in accordance with the standard set forth in Section 3.01. Notwithstanding anything to the contrary contained in this Agreement, if the covenant of the related Servicer set forth in Section 2.05(a)(vi) and 2.05 (b)(x) above is breached, the related Servicer will pay the amount of such waived Prepayment Charge, from its own funds without any right of reimbursement, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the related Collection Account within 90 days of the earlier of discovery by the related Servicer or receipt of notice by the related Servicer of such breach; provided, however, the related Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 2.05 if such Servicer did not have a copy of the related Mortgage Note, such Servicer requested a copy of the same from the related Custodian in accordance with the terms of the related Custodial Agreement and the related Custodian failed to provide such a copy within the time frame set forth in the related Custodial Agreement. Furthermore, notwithstanding any other provisions of this Agreement, any payments made by the related Servicer in respect of any waived Prepayment Charges pursuant to this paragraph shall be deemed to be paid outside of the Trust Fund. It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive the resignation or termination of the parties hereto, the termination of this Agreement and the delivery of the Mortgage Files to the Custodian and shall inure to the benefit of the Trustee, the Master Servicer, the Securities Administrator, the Depositor, the Certificateholders. Upon discovery by any such Person or the related Servicer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee. Subject to Section 8.01, unless such breach shall not be susceptible of cure within 90 days, the obligation of the related Servicer set forth in Section 2.03(e) to cure breaches shall constitute the sole remedy against the related Servicer available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.